ANSYS to Acquire CFX

SOUTHPOINTE, Pa. -- ANSYS, Inc. (NASDAQ:ANSS) , a global leader in computer-aided engineering analysis and optimization software, today announced that it has entered into a definitive agreement to acquire CFX, a leading supplier of computational fluid dynamics software and services. Computational fluid dynamics (CFD) is the second largest segment of the computer-aided engineering market behind the solid mechanics segment, where ANSYS already is well recognized as a market leader. By acquiring CFX, ANSYS will broaden the scope of engineering and physics solutions it can offer to its customers, gain access to new customers, and enter new markets. ANSYS has agreed to pay approximately $21 million in cash to CFX's parent company, AEA Technology PLC (LONDON: AAT) , to complete the acquisition. The Company estimates that the transaction will be accretive to adjusted earnings in fiscal year 2003, excluding the impact of purchase accounting adjustments relative to the recognition of deferred lease revenue and the amortization of purchased intangibles. The transaction, which is subject to certain closing conditions, is expected to close in February 2003. CFX, which will continue to be headquartered in Waterloo, Ontario, will separately maintain its product and service businesses. CFX serves more than 4,000 active users, in all major geographies. CFX provides CFD solutions to industries including turbo-machinery, aerospace, automotive, chemical processing, biomedical and power generation. For its fiscal year ended March 31, 2002, CFX had revenues of approximately $19 million. CFX has recently released a new version of its flagship product, CFX 5, which provides state-of-the-art CFD technology with modern software architecture that is easy to use, fast and accurate. With sales, support and consulting offices around the world, CFX's mission is to improve customers' efficiency and profitability by delivering outstanding CFD solutions and support. The CFX acquisition, if completed, will represent ANSYS' second acquisition in the CFD market segment. ANSYS previously acquired ICEM CFD Engineering, in August 2000. ICEM CFD Engineering will remain separate from CFX and continue to offer independent pre- and post-processing products and services to customers and OEM partners. CFX's mathematical representations for simulating the physics involved in CFD applications will complement ICEM CFD Engineering's offerings. In addition, the combination of CFX's CFD technology with ANSYS' existing strength in solid mechanics will allow ANSYS to simulate more accurately its customers' product behavior and the environments surrounding those products. "Our vision is to deliver value for our customers by transforming the way they design, build and take their products to market," said James E. Cashman III, President and CEO of ANSYS. "We do this by helping engineers simulate the physics involved in their design problems. Fluid dynamics is an important discipline of physics that has progressed to the point that its simulation is well validated, widely used in major design programs and done economically on inexpensive hardware. ANSYS has long known that engineers will need to simulate multiple physics within an integrated environment, as the work- arounds are too time consuming. We carefully reviewed the leading fluids technology on the market today and we believe that in CFX we have selected the best technology in the most modern product platform for our CFD strategy. We will be bringing on a group of people who are highly respected in their field, with experience in practical engineering simulation, and who share the values we place on excellence in engineering physics. ANSYS is excited about the potential of this combination to deliver significant value to our customers, our strategic partners, and our shareholders." "Joining ANSYS is an excellent move for our employees and customers," added Chris Reid, CEO of CFX. "In addition to being a market leader, ANSYS has a long history of profitable operations. The opportunities to leverage each other's respective strengths in management, marketing and sales are clear, and ANSYS' market leadership in engineering simulation will enable us to take our tremendous domain experience and technology base in CFD to the market more effectively and with greater impact. Additionally, CFX and ICEM CFD have long been partners on a number of fronts and our new association with them provides new opportunities for enhanced technology and product integration. This powerful combination of structural and fluids solutions will enable us to solve entirely new classes of problems, delivering much greater value for the customer."