Subject: Autodesk to acquire Softdesk
From: Al
Date: Wed, 11 Dec 1996 22:13:35 -0500
Contact: Christine Tsingos, Vice President and Treasurer, Autodesk,
Inc., 415-507-6704
John Rogers, Chief Financial Officer, Softdesk, Inc., 603-428-5225
AUTODESK TO ACQUIRE SOFTDESK
Design software leader accelerates market strategy to deliver advanced
AEC tools.
SAN RAFAEL, CA and HENNIKER, NH -- December 10, 1996 - Autodesk, Inc.
(NASDAQ: ADSK), the world's leading supplier of PC design software, and
Softdesk, Inc. (NASDAQ: SDSK), Henniker, NH, the leading supplier of
AutoCAD=AE-based application software for architecture, engineering and
construction (AEC), announced today that they have entered into a
definitive merger agreement. This union strengthens Autodesk's ability
to provide more comprehensive AEC solutions to customers and positions
the firm for future growth.
Under the terms of the agreement, approved by the Boards of Directors of
both firms, Autodesk will issue approximately .44 shares of its common
stock for each outstanding share of Softdesk stock, subject to
adjustment based on stock price. Based upon closing stock prices on
December 9, the transaction is valued at approximately $72 million or
$12.00 per share for Softdesk shareholders. The merger, expected to
close the first quarter of Autodesk's fiscal year (FY'98), is intended
to be accounted for as a pooling of interests. The merger is subject to
the approval of Softdesk's shareholders and appropriate government
agencies. In connection with the transaction, Softdesk also granted
Autodesk an option to acquire 19.9 percent of Softdesk stock under
certain circumstances. At closing, this transaction is expected to
result in a one time charge of approximately $10 to $12 million.
Softdesk and its complete product families will be integrated into
Autodesk's AEC market group, which will now be headquartered in
Henniker, NH, and will be managed by David Arnold, formerly Softdesk
CEO, and now Autodesk's vice president of the AEC market group; he will
report to Eric Herr, Autodesk President and Chief Operating Officer. All
of Softdesk's business operations will be consolidated into Autodesk's
and the combined company will operate under the Autodesk name. Softdesk
has been one of Autodesk's largest independent software developers, with
revenues of $26.5 million for the nine month period which ended
September 30, 1996.
This merger will benefit all customers who use building life cycle
information by providing them with AEC solutions that are intuitive,
integrated and interoperable. The merger also accelerates Autodesk's
business strategy to deliver AEC vertical market applications and base
technology to customers and independent software developers (ISVs),
based on regional market conditions. In addition, it brings in-house the
technology foundation Softdesk has already built, which is based on
Autodesk's object-based technology, ObjectARX.
"This merger is the right move at the right time," said Carol Bartz,
Autodesk Chairman and CEO. "We are acquiring foundation technology to
facilitate development of more products sooner for our customers and
ISVs, and at the same time positioning ourselves for long-term growth."
"Having been dedicated to the AEC industry, Softdesk sees this merger as
a way to benefit customers further by joining forces with the design
market leader and leverage our technical strengths with their worldwide
business strength," said Dave Arnold, Softdesk CEO.
Risks
Any forward-looking statements in this release are necessarily subject
to uncertainties based on various factors, including: whether the
closing conditions to the acquisition of Softdesk will be satisfied and
the acquisition consummated; the ability of Autodesk to obtain pooling
of interests accounting treatment; the ability to successfully manage
the integration of the two companies; business conditions in the AEC
markets worldwide; and product release cycles and competitive
conditions. Further information on potential factors which could affect
the financial results of Autodesk and Softdesk are included in
Autodesk's Report on Form 10-Q for its third fiscal quarter ended
October 31, 1996 and Softdesk's Quarterly Report on Form 10-Q for its
third fiscal quarter ended September 30, 1996, each of which are on file
with the Securities and Exchange Commission.
About Softdesk
Softdesk, the AEC Authority, is a leading supplier of Architecture,
Engineering and Construction application software for professionals and
consumers worldwide. Its award-winning products are used by the world's
foremost firms to design and engineer all types of projects involving
land, buildings, transportation infrastructure and environmental
resources. The company produces over 50 software solutions, which are
available in several languages and sold in more than 100 countries.
Softdesk offices around the globe support an international network of
more than 450 distributors and resellers. Visit Softdesk's World Wide
Web site at http://www.softdesk.com.
About Autodesk
Autodesk is the world's leading supplier of PC-based design software and
PC multimedia tools. The Company's 2D and 3D products, geographic
information systems, and data management tools are used in many
industries for mapping, architectural design, mechanical design, film
and video production, video/game development and Web content
development. Its Kinetix division is the leader in PC-based 3D modeling
and animation software, providing a full range of products for digital
media and design professionals. The fourth largest PC software company
in the world, Autodesk has three million customers in nearly 130
countries. For more information on Autodesk, call 415-507-5000, type GO
ADESK on CompuServe, or visits its World Wide Web site at
http://www.autodesk.com. Kinetix can be reached by calling
800-879-4233 or through its World Wide Web site at http://www.ktx.com.
Autodesk shares are traded on the NASDAQ National Market under the
symbol ADSK.
Autodesk, the Autodesk logo and AutoCAD are registered trademarks;
Object ARX is a trademark of Autodesk, Inc. Softdesk and the Softdesk
logo are registered trademarks of Softdesk, Inc. The AEC Authority is a
trademark of Softdesk, Inc. These trademarks are in effect in the USA
and other countries.
