Press Release

MSC.Software to Acquire Advanced Enterprise Solutions, Inc.

MSC.Software Accelerates Strategic Objectives, Expects Revenues to Double in 2002

Costa Mesa, CA, May 2, 2001, MSC.Software Corporation (NYSE: MNS), an information technology software and services provider, today announced the signing of a definitive merger agreement to acquire Advanced Enterprise Solutions, Inc. (AES). AES is a privately-held, systems and software integrator and the largest IBM Product Lifecycle Management (PLM) Business Partner in the Americas, selling Dassault Systemes' PLM software portfolio comprised of CATIA, ENOVIA, DELMIA and SmartSolutions. The net transaction value is $90 million and will include net cash of $6.6 million, discounted notes of $17.6 million and 6 million shares of MSC.Software common stock. By virtue of its equity ownership in AES, Dassault Systemes (NASDAQ: DASTY) will become a 9% equity owner in MSC.Software. 

MSC.Software will hold a conference call to discuss the acquisition of AES tomorrow May 3, at 6:00 am Pacific/ 9:00 am Eastern, using the following dial-in numbers: US (800) 374-0151 and International (706) 634-4981, conference name: MSC.Software.

Customers will benefit from the combined global expertise and resources of both companies. AES strengthens MSC.Software's offerings, adding Product Lifecycle Management tools, IT systems and professional services, expanding MSC.Software's available market to over $10 billion. MSC.Software will now support and satisfy customer needs for design, analysis, and Product Data Management (PDM) applications; computer and network systems, including implementation services and turnkey supercomputing; design and analysis services; and process reengineering and integration services. This acquisition also accelerates MSC.Software's strategic use of e-tools to enhance communication and augment delivery of sales and services.

"This is great news for our customers, our employees and our shareholders. We are very pleased that AES will be joining the MSC.Software team. In concert with our announced alliance with Dassault Systemes, MSC.Software has assembled a "powerhouse" of unique resources that will be used to address expanding markets throughout the world," said Frank Perna, Chairman and CEO of MSC.Software. "Integrating the service and technology strengths of both companies will further enhance our software and services activities and strengthen our ability to deliver innovative, powerful and flexible solutions that meet our customers' specific business requirements. The acquisition is a natural extension and reinforcement of MSC.Software's vision and strategy, strengthening our sales channel and expanding our software, systems and services offerings to more than 9,000 active customers."

"We are delighted to become an integral part of MSC.Software," said Nader Khoshniyati, AES President and CEO. "AES and MSC.Software, together, provide unmatched capabilities. Our customers will benefit by having a single global source to provide them with total enterprise solutions, and we look forward to contributing to MSC.Software's accelerating growth."

"The new company is well positioned to expand our current partnership with AES to sell our PLM solutions around CATIA, ENOVIA, DELMIA and SmartSolutions to both small and large enterprises," said Bernard Charles, President of Dassault Systemes. "It is a logical step to strengthen our alliance with MSC.Software to deliver, sell and support the new generation of Version 5 PLM integrated Analysis and Simulation solutions."

AES has achieved many industry awards, including the #1 Premier IBM PLM Business Partner in the United States, Sun Microsystems' National Systems Provider (NSP) and named Daratech's top U.S. systems integrator. 

MSC.Software had 2000 revenues of over $178 million, and AES had 2000 revenues of over $97 million. The combined organization will employ over 1,000 people in 22 countries, providing clients with global resources, information technology solutions, engineering software, and support services. The acquisition is expected to be non-dilutive to earnings in fiscal 2001.
Revenue expectations for 2002 will more than double MSC.Software 2001 pre-acquisition revenue guidance. The acquisition is subject to shareholder and government approval, and is expected to close in the third quarter of this year. 

MSC.Software will hold a conference call to discuss the acquisition of AES tomorrow May 3, at 6:00 am Pacific/ 9:00 am Eastern, using the following dial-in numbers: US (800) 374-0151 and International (706) 634-4981, conference name: MSC.Software. 

About MSC.Software Corporation

MSC.Software (NYSE: MNS) is the established information technology software and services provider helping companies worldwide develop better products faster. MSC.Software's simulation software and professional services are used to enhance and automate the product design and manufacturing process. The ability to model and test software prototypes has cost- effectively enabled manufacturers to design and build everything from sophisticated aircraft and automobiles to electronic products. Simulating product performance reduces development costs, time to market and warranty costs, positively impacting customer profitability. MSC.Software is capitalizing on the advantages of the Linux operating system for high performance computing, and the Web in all of its forms. For additional information about MSC.visualNastran, our ASP, or Linux initiative, visit us at, or

About Advanced Enterprise Solutions

Advanced Enterprise Solutions (AES), headquartered in Santa Ana, CA, is the leading provider of solutions for Product Lifecycle Management (PLM), information technology (IT), and professional services. With offices across the United States, AES serves customers in the
aerospace, automotive, industrial machinery, electronics, consumer products, AEC and other high technology industries. Additional information can be found on the company's web site at:

About Dassault Systemes

Dassault Systemes (Nasdaq: DASTY; Euronext Paris: #13065, DSY.PA) is the premier global software developer for the CAD/CAM/CAE/PLM market, providing companies with e-business solutions to implement their digital enterprise, thus creating and simulating the entire product life cycle from initial concept to product in service. CATIA, ENOVIA and DELMIA solutions support industry-specific business processes to help unleash creativity and innovation, reduce development cycle time, improve quality, competitiveness and shareholder value: CATIA supports the digital product definition and simulation, DELMIA provides solutions to define and simulate lean digital manufacturing processes, and ENOVIA delivers enterprise solutions that manage a comprehensive, collaborative and distributed model of the digital product, processes and resources. The combined integration creates the Digital Product life cycle Pipeline, supporting reuse of corporate knowledge. SolidWorks and SmartSolutions, as Dassault Systemes companies, offer respectively 3D design-centric and Team PDM software solutions based on Windows. Spatial, also part of Dassault Systemes family, is a market-leading provider of world-class 3D software components and services (for 3D modeling, visualization, and interoperability) to meet the requirements of 3D in Internet-based e-commerce and B2B applications.
Information about Dassault Systemes is available at

Except for the historical information contained herein, certain matters discussed in this news release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Other factors which could cause such results to differ materially from those described in the forward-looking statements include delays in developing, completing, or shipping new or enhanced products, the ability to assimilate the acquisition into MSC's operations, foreign currency translations, and other risks and uncertainties that are detailed in the Company's annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission. 

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Press Contact: Press Contact: Investor Relations Contact:
Richard Bush Andy Deo Joanne Keates
Director, Marketing Communications Marketing Manager  Director, Investor Relations
MSC.Software Advanced Enterprise Solutions  MSC.Software
714.445.3525 949.756.0588 323.259.4263


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