MSC.Software Announces the Appointment of Two New Directors and the Execution of a Stockholders Agreement with ValueAct Capital

MSC.Software Announces the Appointment of Two New Directors and
the Execution of a Stockholders Agreement with ValueAct Capital 


SANTA ANA, Calif., Dec. 6  /PRNewswire-FirstCall/ -- MSC.Software Corp.
(NYSE:MNS), the leading global provider of virtual product development (VPD)
products including simulation software and services, today announced the
appointment of two new members to its board of directors, Gregory P. Spivy and
William J. Weyand.  In addition, MSC.Software announced the execution of a
stockholders agreement with ValueAct Capital.

Appointment of Directors

Frank Perna, Chairman and CEO of MSC.Software, stated that, "MSC.Software's
board of directors determined that it would be beneficial to expand the current
five-member board with additional outside directors. Accordingly, we are
pleased that Mr. Spivy, who adds a wealth of capital markets experience, and
Mr. Weyand, who brings extensive software industry as well as board experience,
have joined our board. Their extensive experience will complement our existing
board, while we continue to seek additional independent directors to complete
the expansion of the board."

Mr. Spivy, a Partner of ValueAct Capital, commented that, "We believe in the
long-term value of MSC.Software and are pleased to be actively involved in the
company. I look forward to working together with the board and the management
team to enhance value to all shareholders." Mr. Spivy also serves currently as
a director of MSD Ignition and is a former director of Kerr Group, Inc.

Mr. Weyand served as Chairman and CEO of Structural Dynamics Research
Corporation (SDRC) from 1997 until August 2001. Prior to his employment at
SDRC, Mr. Weyand held various executive responsibilities at Measurex
Corporation and Cygnet Systems.  Mr. Weyand is currently a director of several
companies, including Ascential Software, Inc., MSL Ltd. and RiverStone
Networks, Inc.

ValueAct Capital Stockholders Agreement

ValueAct Capital and MSC.Software have executed a stockholders agreement that
provides for the expansion of MSC.Software's board of directors to seven seats
and the appointment of Messrs. Spivy and Weyand as directors. Both new
directors will join the nominating and governance committee and Mr. Weyand will
join the audit committee.  Under the agreement, as long as ValueAct Capital
continues to hold at least 10% of the outstanding stock of MSC.Software,
MSC.Software agrees to support the election of Messrs. Spivy and Weyand at each
annual meeting of stockholders of MSC.Software.  If ValueAct Capital's
ownership declines to less than 10%, Messrs. Spivy and Weyand have agreed to
withdraw as directors of MSC.Software.

In addition, the agreement provides that ValueAct Capital will dismiss its
court action against MSC.Software filed on November 4, 2004 in the Delaware
Chancery Court.  ValueAct Capital also agrees that, until 90 days after the
date that MSC.Software resumes filing periodic financial reports with the SEC,
it will not acquire or otherwise seek control of MSC.Software, engage in a
proxy contest with respect to the election of directors, or take other similar
actions.

About MSC.Software Corporation

MSC.Software (NYSE:MNS) is the leading global provider of simulation software
and services, that helps companies make money, save time and reduce costs
associated with designing and testing manufactured products. MSC.Software works
with thousands of companies in hundreds of industries to develop better
products faster by utilizing information technology, software, services and
systems. MSC.Software employs more than 1400 people in 23 countries. For
additional information about MSC.Software's products and services, please visit
http://www.mscsoftware.com/ . 

DATASOURCE: MSC.Software Corp.



CONTACT:  Joanne Keates, Vice President, Investor Relations,

MSC.Software, [phone], , Todd Evans,

Media Relations, MSC.Software, [phone], or 



Web site:  http://www.mscsoftware.com/ 

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