Autodesk Announces Intent to Acquire Moldflow, Leading Provider of Injection Molding Simulation Software

Deal Would Expand Autodesk Digital Prototyping in Plastic Parts Markets

 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.