As we’ve been wondering for a while: MSC today announced that Symphony Technology Group would be paying shareholders approximately $360 million in cash for the company, a 13% premium to yesterday’s closing share price of $6.75, with financing provided in part by Elliott Associates. According to the press release, MSC’s interim CEO Ash Munshi said: "After a careful and thorough review of all strategic alternatives available to MSC, the MSC Board of Directors has approved this agreement as it represents the best option for our stockholders. This decision is the culmination of a long process of review and examination, and in addition to maximizing value for our stockholders, provides excellent opportunities for our employees and customers."
For its part, Symphony Technology Group said: "MSC’s offerings are the clear market leading simulation solutions with proven track records of delivering compelling value to customers. MSC has a long history of driving innovation in the design simulation space for multiple industries. Symphony’s mission is to be a partner in helping to build great companies and in enabling growth through innovation, so we are very pleased to have the opportunity to build upon the strong franchise that the MSC team has developed over the past 45 years.”
And Elliott said: "We are very pleased to have facilitated this transaction. This [change] will allow MSC to continue to deliver innovative solutions in the simulation software sector. As significant equity holders in MSC, we will maintain our ownership alongside STG, which has a strong track record of building outstanding software companies."
It’s unclear right now how Symphony and Elliott will split ownership and control of MSC.
Symphony Technology Group is a private equity firm that invests in software and services companies, providing both capital and management expertise to turn companies around and enable grow through innovation. The Group currently owns part or all of nine companies with combined revenue of $2.5 billion. Most companies in their portfolio are unfamiliar, but you have likely heard of Lawson Software, maker of ERP solutions; the most recent acquisition is Teleca AB, a Swedish provider of software for the mobile phone industry.
MSC’s Board of Directors has approved the merger agreement and will recommend that stockholders adopt the agreement. Stockholders representing approximately 14% of the outstanding shares of MSC, including Elliott Associates, the company’s largest stockholder, and all of the company’s directors and executive officers, have agreed to vote for the deal.
MSC will file documents with the SEC that will contain more details of the acquisition — but, control details aside, it is clear that this is a good thing for MSC. It will enable the company to continue to reinvent itself and its products without the continuous distraction of quarterly public reporting, invest in products and in growing its ability to serve customers with a longer-term view and, we hope, focus outwards on customers rather than inwards on its own turmoil.