Autodesk to Acquire Moldflow for $297M
 SAN
RAFAEL, CA, May 2, 2008 - Autodesk, Inc., a leader of design innovation
software and technologies, today announced that it has signed a definitive
agreement to acquire Moldflow Corporation, a leading provider of software
solutions that allow designers to predict and optimize how plastic
components will perform during each phase of the design and manufacture
process. The transaction will be structured as a cash tender offer for all
the outstanding shares of Moldflow common stock, is subject to customary
closing conditions including regulatory approvals, and is expected to close
in the second calendar quarter of 2008.This agreement demonstrates
Autodesk's commitment to provide a comprehensive Digital Prototyping
solution to manufacturers of all sizes, giving them the ability to optimize,
validate and improve their designs earlier in the process. The acquisition
will make analysis capabilities for plastics manufacturing available to
manufacturers using Autodesk Digital Prototyping solution. Autodesk is
committed to supporting Moldflow customers once the transaction is closed
and integrating them into the Autodesk manufacturing community.
Autodesk will acquire Moldflow for $22 per share, or approximately $297
million, less the amount in Moldflow's cash balance at the time of closing
and proceeds from options exercises. Headquartered in Framingham, Mass.,
Moldflow has research and development offices in Melbourne, Australia, and
Ithaca, N.Y., as well as sales offices in various geographies around the
world. Moldflow has 285 employees and reported revenues for its fiscal 2007
of $55.9 million.
"Moldflow is a leader in computer integrated manufacturing and brings
strong analysis and simulation capabilities to our Digital Prototyping
solution," said Carl Bass, Autodesk president and CEO. "Their strong brand
recognition will further enhance our leadership in Digital Prototyping by
bringing best-of-class simulation and optimization into our portfolio. The
products of Autodesk and Moldflow are very complementary, and combining our
product lines will expand the product offerings available to Autodesk's
customers."
"We see strong synergies between Moldflow and Autodesk and are very
excited about this transaction," said Roland Thomas, president and CEO,
Moldflow. "By combining Autodesk's and Moldflow's complementary product
offerings, we can provide a wide and advanced range of software solutions to
allow customers to address the challenges involved in the designing and
manufacturing of injection molded plastic parts. The combined product
capabilities for analysis and simulation will provide a fully optimized
digital process for part design, tool design and part production, helping
companies reduce their product development costs and increase their time to
market."
The underlying strength of Autodesk's business remains strong. Absent the
impact of this acquisition, the company is not changing any of its
previously issued guidance.
Business Outlook Assuming the acquisition is completed in the second
calendar quarter of 2008, Autodesk expects this transaction to be dilutive
to its GAAP diluted earnings per share by between $0.07 and $0.08 in the
second quarter of fiscal 2009. This transaction is expected to be dilutive
to non-GAAP diluted earnings per share by between $0.01 and $0.02 in the
second quarter of fiscal 2009. Non-GAAP diluted earnings per share excludes
$16 million of pre-tax write offs related to in-process research and
development (IPR&D) and amortization of acquisition related intangibles.
This transaction is expected to decrease Autodesk's GAAP diluted earnings
per share by approximately $0.10 in fiscal 2009. On a combined basis, the
company expects GAAP diluted earnings per share of between $1.70 and $1.80.
Autodesk expects no impact to non-GAAP diluted earnings per share for
fiscal 2009. Moldflow's expected impact on Autodesk's non-GAAP diluted EPS
excludes $1 million in pre-tax stock-based compensation expenses and $22
million of pre-tax write offs related to IPR&D and amortization of
acquisition related intangibles.
About Autodesk
Autodesk, Inc. is the world leader in 2D and 3D design software for the
manufacturing, building and construction, and media and entertainment
markets. Since its introduction of AutoCAD software in 1982, Autodesk has
developed the broadest portfolio of state-of-the-art digital prototyping
solutions to help customers experience their ideas before they are real.
Fortune 1000 companies rely on Autodesk for the tools to visualize, simulate
and analyze real-world performance early in the design process to save time
and money, enhance quality and foster innovation.
For more information, visit
http://www.autodesk.com/
About Moldflow
Moldflow is the leading provider of plastics simulation software that
empowers more users to optimize more designs across their enterprise from
the earliest stages of new product development. Moldflow products benefit
anyone involved in the design or manufacture of plastics injection molded
parts including industrial designers, mechanical design engineers, CAE
analysts, mold designers, mold makers, process engineers and manufacturing
engineers.
For more information, visit
http://www.moldflow.com/stp/
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