Autodesk Announces Intent to Acquire Moldflow, Leading Provider of Injection Molding Simulation Software Deal Would Expand Autodesk Digital Prototyping in Plastic Parts Markets



    SAN RAFAEL, Calif., May 1 /PRNewswire-FirstCall/ -- Autodesk, Inc.
 (Nasdaq:   ADSK), a leader of design innovation software and technologies,
 today announced that it has signed a definitive agreement to acquire
 Moldflow Corporation (Nasdaq:   MFLO), 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.
 
     Conference Call There will be an analyst and investor conference call
 conducted by management teams of both Autodesk and Moldflow to discuss the
 transaction, today at 5 p.m. EDT/2 p.m. PDT. The live discussion can be
 accessed by dialing (866) 362-4831 or (617) 597-5347 (passcode 70630725).
 An audio webcast or podcast of the call will be available at 7:00 pm EDT at
 http://www.autodesk.com/investors. An audio replay will be available until
 May 8 beginning at 7:00 pm EDT by dialing 888-286-8010 or 617-801-6888
 (passcode: 87595405).
 
     Safe Harbor Statement: This press release contains forward-looking
 statements that involve risks and uncertainties, including statements
 regarding completion of the acquisition; the impact of the acquisition on
 Autodesk's earnings per share, business performance and product offerings;
 Autodesk's commitments to Moldflow customers; and the impact of the
 combined product capabilities. Factors that could cause actual results to
 differ materially include the following: costs related to the proposed
 acquisition; the risk of failing to obtain any regulatory approvals or
 satisfy other conditions to the acquisition; the risk that the transaction
 will not close or that closing will be delayed; the risk that our
 respective businesses will suffer due to uncertainty related to the
 transaction; difficulties encountered in integrating merged businesses;
 whether certain market segments grow as anticipated; the competitive
 environment in the software industry and competitive responses to the
 acquisition; and whether the companies can successfully develop new
 products or modify existing products and the degree to which these gain
 market acceptance. Further information on potential factors that could
 affect our respective businesses and financial results are included
 Autodesk's and Moldflow's filings with the Securities and Exchange
 Commission, including Autodesk's report on Form 10-K for the year ended
 January 31, 2008 and Moldflow's report on Form 10-K for the year ended June
 30, 2007, and Form 10-Q for the quarters ended September 30, 2007 and
 December 31, 2007, respectively, which are on file with the Securities and
 Exchange Commission. There can be no assurance that the acquisition or any
 other transaction will be consummated.
 
     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.
 
     Autodesk and AutoCAD are registered trademarks or trademarks of
 Autodesk, Inc. in the USA and/or other countries. All other brand names,
 product names or trademarks belong to their respective holders. Autodesk
 reserves the right to alter product offerings and specifications at any
 time without notice, and is not responsible for typographical or graphical
 errors that may appear in this document. (C) 2008 Autodesk, Inc. All rights
 reserved.
 
     About Moldflow
 
     Moldflow (Nasdaq:   MFLO) 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.
 
     Moldflow is a registered trademark of Moldflow.
 
     Additional Information
 
     The tender offer for the outstanding common stock of Moldflow
 Corporation has not yet commenced. This press release is for informational
 purposes only and is not an offer to buy or the solicitation of an offer to
 sell any securities. The solicitation and the offer to buy shares of
 Moldflow common stock will be made only pursuant to an offer to purchase
 and related materials that Autodesk intends to file with the SEC on
 Schedule TO. Moldflow also intends to file a solicitation/recommendation
 statement on Schedule 14D-9 with respect to the offer. Moldflow
 stockholders and other investors should read these materials carefully
 because they contain important information, including the terms and
 conditions of the offer. Moldflow stockholders and other investors will be
 able to obtain copies of these materials without charge from the SEC
 through the SEC's website at http://www.sec.gov, from Autodesk (with
 respect to documents filed by Autodesk with the SEC), or from Moldflow
 (with respect to documents filed by Moldflow with the SEC). Stockholders
 and other investors are urged to read carefully those materials prior to
 making any decisions with respect to the offer.
 
 
Autodesk Contacts: Moldflow Contact: Business Media Media and Analysts Colleen Rubart Dawn Soucier Tel: 415-547-2368 Tel.: 508-358-5848 x234 Email: colleen.rubart@autodesk.com Email: dawn_soucier@moldflow.com Trade Media Paul Davis Tel.: 415-547-2457 Email: paul.davis@autodesk.com Analysts David Gennarelli Tel: 415-507-6033 Email: david.gennarelli@autodesk.com

SOURCE Autodesk, Inc.

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