UGS to acquire Tecnomatix Technologies

Tecnomatix Technologies has entered into a definitive agreement for all its outstanding equity to be acquired by UGS.

Tecnomatix Technologies has entered into a definitive agreement for all its outstanding equity to be acquired by Plano, Texas-based UGS, a leading global provider of product lifecycle management (PLM) software and services.

Under the agreement, and subject to the satisfaction of certain customary conditions, including approval by Tecnomatix shareholders and regulatory authorities, shareholders will receive $17.00 per share in cash for each Tecnomatix share they own.

This represents a premium of 39% to Tecnomatix's average closing price over the last 60 trading days.

The transaction implies a total equity value of $227.7 million (based on 12.2 million shares outstanding and assuming exercise of 2.9 million options).

Tecnomatix's founders and other significant shareholders owning approximately 13% of the outstanding shares have irrevocably committed to vote in favor of the acquisition.

The transaction has received the unanimous support of Tecnomatix's Board of Directors and, subject to the receipt of required regulatory approvals, is expected to be completed by the end of the first quarter 2005.

"This agreement with UGS offers an attractive price to our shareholders".

"This price validates the business value of MPM solutions to leading manufacturing enterprises, as well as the contribution that Tecnomatix and its employees made in developing this marketplace".

"From an innovative vision only five years ago to over 300 productive enterprise deployments today, the Tecnomatix MPM offering has become the chosen path to manufacturing excellence at the world's leading automotive, aerospace and electronics manufacturers", said Harel Beit-On, Chairman of Tecnomatix".

"Through this marriage of best-in-class MPM solutions and UGS' leading enterprise PLM expertise, Tecnomatix customers and manufacturers around the world will realise even greater business value and product introduction success".

Jaron Lotan, President and CEO of Tecnomatix said: "UGS is uniquely positioned to acquire Tecnomatix after two years of close collaboration".

"Joining UGS will enable Tecnomatix to benefit from the vast technical resources, as well as the broader market coverage of this leading enterprise solution provider".

"This combination will offer customers an integrated IT solution combining UGS' enterprise capabilities with Tecnomatix's industry leading digital manufacturing products and services".

"Tecnomatix employees can look forward to personal growth as part of UGS".

Commenting from UGS, Tony Affuso, Chairman, CEO and President of UGS, stated, "After having worked closely with Tecnomatix for a number of years, we are excited that we will be able to further capitalise on the strengths of both organisations".

"Given the recent successes of our joint sales initiatives and ongoing product integration efforts, this agreement marks an important extension of our efforts to offer customers comprehensive solutions to their most complicated planning and production issues".

"Tecnomatix solutions will provide UGS with expanded offerings in the PLM space for existing UGS customers, as well as new customers in selected industries currently being served by Tecnomatix".

"We look forward to Tecnomatix employees, with their in-depth knowledge and experience, becoming part of our organisation".

"Following the acquisition, it is UGS' intention to continue to support all existing Tecnomatix customers and solutions".

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