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.
-0- 05/01/2008
/CONTACT: Business Media, Colleen Rubart, +1-415-547-2368,
colleen.rubart@autodesk.com, or Trade Media, Paul Davis, +1-415-547-2457,
paul.davis@autodesk.com, or Analysts, David Gennarelli, +1-415-507-6033,
david.gennarelli@autodesk.com, all of Autodesk; or Media and Analysts, Dawn
Soucier of Moldflow, +1-508-358-5848, ext. 234, dawn_soucier@moldflow.com/
/Web site: http://www.autodesk.com /
(ADSK MFLO)
CO: Autodesk, Inc.; Moldflow
ST: California
IN: CPR STW
SU: TNM
SS-JA
-- AQTH547 --
6032 05/01/2008 16:25 EDT http://www.prnewswire.com
