Aavid Thermal Technologies, Inc. Announces Cash Tender Offer and Related Consent Solicitation for Any and All 12-3/4% Senior Subordinated Notes Due 2007.

CONCORD, N.H. -- Aavid Thermal Technologies, Inc. (the "Company" or "Aavid"), a developer of computational fluid dynamics (CFD) software and provider of thermal management solutions, announced that on March 8, 2006, it commenced a cash offer to purchase any and all of its outstanding 12-3/4% Senior Subordinated Notes Due 2007 (the "Notes"), as well as related consent solicitation to amend the indenture governing the Notes.

The consent solicitation will expire at 5:00 p.m., New York City time, on March 21, 2006, unless extended or earlier terminated by the Company (the "Consent Date"), and the tender offer will expire at 8:00 a.m., New York City time, on April 5, 2006, unless extended or earlier terminated by the Company (the "Expiration Date"). Holders of the Notes have limited withdrawal rights, as described in the offering materials.

The cash consideration for the Notes validly tendered at or prior to the Consent Date and accepted for payment under the tender offer will be $1,025 per $1,000 principal amount of the Notes (the "Total Consideration"), which includes a consent payment of $25.00 per $1,000 principal amount of the Notes (the "Consent Payment"), plus accrued and unpaid interest, if any, from the last interest payment date up to, but not including, the payment date. Only those Note holders who validly tender, and do not validly withdraw, their Notes at, or prior to, the Consent Date will receive the Consent Payment. The cash consideration for the Notes validly tendered and accepted for payment after the Consent Date and at, or prior to, the Expiration Date will be $1,000 per $1,000 principal amount of Notes, plus accrued and unpaid interest, if any, from the last interest payment date up to, but not including, the payment date.

Holders tendering their Notes will be required to consent to the proposed amendments which would (i) eliminate substantially all of the restrictive covenants and reporting covenants and certain events of default contained in the indenture governing the Notes and (ii) amend the minimum notice requirement in respect of a redemption of Notes so that the Company may within five days redeem any Notes that remain outstanding following the mergers (as defined below) and tender offer. Holders may not tender their Notes without also delivering their consents or deliver consents without also tendering their Notes.

Consummation of the tender offer and consent solicitation is subject to various conditions, including, but not limited to, the consummation of proposed mergers (collectively, the "mergers") pursuant to which ANSYS, Inc. and certain of its affiliates will acquire the Company and the CFD software business operated by the Company's wholly owned subsidiary, Fluent, Inc. Consummation of the mergers is also subject to various customary conditions, including, among others, expiration or termination of the applicable Hart-Scott-Rodino waiting period and the absence of any material adverse change with respect to each party's business. There can be no assurance that any of these or the other conditions to closing will be satisfied. The mergers are not, however, conditioned upon the receipt of consents sufficient to approve the proposed amendments or the purchase of any Notes pursuant to the tender offer.

Bear, Stearns & Co. Inc. is acting as dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as information agent in connection with the tender offer and consent solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement, the Consent and Letter of Transmittal and the other related documents may be obtained by contacting D.F. King & Co., Inc. at [phone] or [phone]. Questions regarding the tender offer may be directed to Bear, Stearns & Co. Inc. at [phone] or [phone] (call collect).

The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the tender offer documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. This press release also is not a solicitation of consents to the proposed amendments to the indenture.

None of the Company, the dealer manager and solicitation agent, the information agent, the depository or any of their respective affiliates make any recommendation as to whether or not holders should tender Notes and deliver consents in response to the tender offer and consent solicitation. Each holder must make his, her or its own decision as to whether to tender Notes and deliver consents and, if so, as to how many Notes to tender and consents to deliver.

About Aavid Thermal Technologies, Inc.

The Company is a developer and marketer of CFD software and a global provider of thermal management solutions for electronic products. Each of these businesses has an established reputation for high product quality, service excellence and engineering innovation in its market. CFD software is used in complex computer-generated modeling of fluid flows, heat and mass transfer and chemical reactions. Fluent's CFD software is used in a variety of industries, including the automotive, aerospace, chemical processing, power generation, material processing, electronics and HVAC industries.

Aavid Thermalloy designs, manufactures and distributes on a worldwide basis thermal management products that dissipate unwanted heat, which can degrade system performance and reliability, from microprocessors and industrial electronics products. Aavid Thermalloy and related entities will, prior to consummation of the merger with ANSYS, be spun-off to the Company's stockholders.

Overall, the Company services a highly diversified base of national and international customers including OEMs, distributors, and contract manufacturers through a highly integrated network of software, development, manufacturing, sales and distribution locations throughout North America, Europe, and the Far East.

Additional information on Aavid is available on the World Wide Web at http://www.aatt.com.

Forward-Looking Statements

The matters discussed in this release contain forward-looking statements and information relating to the Company that is based on the beliefs of the management of the Company, as well as assumptions made by and information currently available to the management of the Company. The words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.