MacNeal-Schwendler to Acquire MARC Analysis Research.

LOS ANGELES/COSTA MESA, Calif.--(BUSINESS WIRE)--May 27, 1999--

Acquisition Will Further Enhance MSC's Leadership Position in MCAE 

Through the Addition of Advanced Nonlinear Analysis Technologies

The MacNeal-Schwendler Corp. (NYSE:MNS) (MSC), the world's leading developer of simulation software, today announced the signing of a definitive agreement to acquire MARC Analysis Research Corp. (MARC), the world's leading developer and distributor of simulation software for nonlinear analysis.

Under the terms of the agreement, MSC will acquire MARC in a transaction valued at approximately $36 million, including cash, notes and warrants.

"The acquisition of MARC Analysis strongly positions us in the overall simulation marketplace and confirms an important element of the MSC.Software strategy for revenue growth," said Frank Perna Jr., chairman and CEO of MSC.

"By increasing our served address market and by adding to our core technology base, the acquisition provides MSC.Software with the opportunity to accelerate our nonlinear business plan. The combination of MARC products with our current nonlinear products positions MSC as the worldwide nonlinear market leader."

"Our excellence in nonlinear technology combined with MSC's market prowess and technology leadership in systems simulation will provide a broad engineering software offering second to none," said Nearchos Irinarchos, Chairman for MARC Analysis Research.

MARC is a privately held software company, established in 1971 and based in Palo Alto, Calif., that develops and distributes nonlinear software tools for manufacturing and design simulation. Nonlinear applications are the most complex and computer-intensive simulation problems, and MARC is the nonlinear market leader in key world regions.

MARC achieved sales of $19.4 million for the year ended Dec. 31, 1998. The acquisition is scheduled to close in June 1999, and is expected to be accretive to MSC's 1999 earnings, excluding in-process R&D write-off and other transaction-related costs.

MSC is the world's leading supplier of simulation software to major manufacturers worldwide. MSC develops, markets and supports software tools that simulate the performance of a product design before manufacture.

The ability to model and test software prototypes has cost-effectively enabled manufacturers to design and build everything from sophisticated aircraft to precision medical devices. MSC's principal products have played a role in the design and development of every major automobile and aircraft brought to market today. For additional information, visit www.mscsoftware.com.

Except for the historical information contained herein, certain matters discussed in this news release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. In addition, this news release contains forward-looking statements regarding the impact of the acquisition of MARC on MSC's future operating results and earnings. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such results to differ materially from those described in the forward-looking statements include delays in developing, completing, or shipping new or enhanced products; the ability to assimilate MARC's operations into MSC's operations; foreign currency translations; and other risks and uncertainties that are detailed in the company's annual report on Form 10-K and other reports filed by the company with the Securities and Exchange Commission.