MSC.Software Rejects Unsolicited ValueAct Capital Letter and Amends Rights Plan

MSC.Software Rejects Unsolicited ValueAct Capital Letter and
Amends Rights Plan 


SANTA ANA, Calif., Oct. 19  /PRNewswire-FirstCall/ -- MSC.Software (NYSE:MNS)
today confirmed that a Special Committee comprised solely of independent
directors, along with its investment bankers, Merrill Lynch & Co., have
reviewed the letter received from ValueAct Capital indicating ValueAct
Capital's interest in sponsoring a going-private transaction of MSC.Software,
contingent upon due diligence, for $9.00 per share in cash.

After careful consideration of the ValueAct Capital letter, the Special
Committee has determined that, at the present time, the course of action that
will best serve the goal of maximizing shareholder value is to remain focused
on resolving the ongoing audit review process.  As such, further consideration
of a going-private transaction sponsored by ValueAct Capital is not in the best
interests of MSC.Software shareholders.

The Special Committee also noted that MSC.Software has not filed financial
statements with the SEC since the period ended September 30, 2003 and that, as
a result, any interested parties would likely not be in a position to make a
credible offer reflective of the fundamental value of the company at this time.
 Moreover, without access to financial information, shareholders are not in the
position to accurately assess the attractiveness of any strategic alternatives.

In light of the company's current situation, the Board of Directors of
MSC.Software has temporarily lowered the trigger point of the company's Rights
Plan from 20% to 12.5%.  This lower trigger point will remain in effect only
until 90 days after MSC.Software is current in its filing requirements with the
SEC.  The Special Committee believes that lowering the trigger point of the
company's Rights Plan for a limited amount of time will give added protection
to MSC.Software shareholders until such time as full financial information
regarding MSC.Software is available and the Company is reporting on a normal
basis.

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 more
information on MSC.Software please visit http://www.mscsoftware.com/. 

DATASOURCE: MSC.Software Corporation



CONTACT:  Todd Evans, Corporate Communications, [phone], or

Joanne Keates, Investor Relations, [phone], both of MSC.Software



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

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