Back on July 9, 2009 in this blog space, a report appeared that MSC.Software had entered into a definitive agreement with affiliates of Symphony Technology Group (STG) under which a company controlled by STG would acquire all of MSC's outstanding shares in a one-step cash merger transaction valued at approximately $360 million. Under the terms of the agreement, MSC's stockholders were to receive $7.63 in cash for each share of MSC common stock. That price per share represented approximately a 13% premium to the closing price per share of MSC's stock prior to this announcement and approximately a 24% premium compared to the 90 trading-day trailing closing average price per share.

Within days of that definitive agreement, several law firms around the country launched class action suits, alleging that the “deal appeared to be unfair, given the fact that on June 1, 2009, MSC Software shares were trading at the exact price now offered, and that throughout 2008, MSC Software traded at significantly above the offer price, and as recently as October 2008, was trading above $10.25 a share, substantially higher than the current offer.”

That the original STG offer price of $7.63 per share was possibly too low was given some credibility when MSC.Software subsequently received an offer from at least one other would-be acquirer at a price higher than $7.63.

Indeed, on September 21, 2009, the MSC Board of Directors formally acknowledged that it had in fact received an offer from third-party private equity firms to acquire all of the issued and outstanding common shares of MSC at $8.30 per share in cash.

This formal announcement caused STG to react. On September 28, 2009, Symphony delivered to the MSC Board a revised offer to purchase MSC, the terms of which were not disclosed. However, it is presumed that STG’s revised offer is at least $8.30 per share, since the MSC Board of Directors determined that the offer from the other would-be acquirer no longer constituted a “Superior Proposal” and the MSC Board authorized MSC to re-enter into the amended Symphony deal.

In order to give stockholders sufficient time to consider the amended proposal, the special meeting of the stockholders of MSC previously scheduled for today (September 30, 2009) has been rescheduled for October 9, 2009. The time and place of the stockholders meeting was not announced. Stay tuned …

For more background on the MSC saga, readers may want to check out the July 9, 2009 blog in this space, and they may also want to read the MSC News Highlights in the MCAD Commentary on MCADcafe, released on August 20, 2009:
http://www10.mcadcafe.com/nbc/articles/view_article.php?articleid=730825