Davis Polk & Wardwell LLP is advising MSC.Software Corporation on its approximately $360 million acquisition by Symphony Technology Group. Under the terms of the definitive agreement, MSC’s stockholders will receive $7.63 in cash per share. The transaction is subject to customary closing conditions, including MSC’s stockholder approval and regulatory approvals. The transaction is expected to close in the third quarter of 2009.

MSC.Software Corporation is a global leader of simulation solutions that help companies make money, save time and reduce costs associated with designing and testing manufactured products. Symphony Technology Group is a strategic private equity firm with the mission of investing in and building great software and services companies.

The Davis Polk corporate team includes partner Alan F. Denenberg, associates Zachary Patton, Caroline J. Perry and Patrick Spencer and summer associate Jeffrey C. Lau. Counsel Cynthia Akard is providing benefits advice. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. The intellectual property team includes associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales), Vishnu Reddy and Arne Lambrecht (not yet admitted). Associate Hayden Baker is providing environmental advice. Counsel Stephen M. Pepper of the New York office is providing HSR advice. Partner Neal Potischman and associates Mark Kokanovich and Gemma Suh are providing litigation advice. Except as noted above, all members of the Davis Polk team are based in the Menlo Park office.