Elliott Associates and MSC Software today filed a schedule 13D with the SEC stating that
the two had reached and agreement under which the various Elliott entities that already
own 13.4% of the outstanding shares of MSC will not buy more than 2.96 million additional
shares before June 30. The current stake plus a potential 3 million more shares would
combine to give Elliott a 20% stake in MSC, enough to trigger MSC’s poison pill provisions
and likely to give Elliott control of the board and affect management decisions. Also under
this agreement the Elliott entities will not nominate anyone for election to MSC Software’s
board until June 30.

This is good for MSC because it means that, at least until June 30, the company can run
itself as it sees fit, with minimal interference from Elliott. Joanne Keates, MSC’s Vice
President of Investor Relations, says that Elliott agreed to this “standstill” in exchange for
access to specific information (under NDA) about MSC’s business.

So now the question is: What happens on July 1?