(AAVID LOGO)
         
    Corporate Headquarters — One Eagle Square, Suite 509, Concord, NH 03301
 
  Telephone (603) 224-1117             Fax (603) 224-6673
 
  Contact: Brian A. Byrne    
FOR IMMEDIATE RELEASE
Aavid Thermal Technologies, Inc. to be Acquired by ANSYS, Inc.
Company’s Thermal Management Solutions Businesses To Operate Independently
     CONCORD, N.H., February 16, 2006 — Aavid Thermal Technologies, Inc. (the “Company”), a leading developer of computational fluid dynamics (“CFD”) software and provider of thermal management solutions for electronics, today announced that it has signed a definitive agreement to be acquired by ANSYS, Inc. (“Ansys”; Nasdaq: ANSS), a global innovator of simulation software and technologies designed to optimize product development processes. Prior to the closing of the transaction, the Company’s thermal management solutions business Aavid Thermalloy, LLC (“Aavid Thermalloy”) will be spun-off to the Company’s stockholders, including Willis Stein & Partners (“Willis Stein”), a leading Chicago-based private investment firm and the Company’s controlling stockholder. Aavid Thermalloy will continue operating as a standalone business.
     Under the terms of the definitive agreement, Ansys will issue 6,000,000 shares of its common stock and pay approximately $300 million, net cash, to the stockholders of the Company and certain of its affiliates, subject to certain adjustments at closing. The transaction is valued at approximately $565 million based on the $44.11 per share closing price of Ansys common stock on February 15, 2006. Ansys will use a combination of existing cash and approximately $200 million from committed bank financing to fund the transaction, including repayment and redemption at closing of the Company’s outstanding senior and subordinated debt.
     The operating business to be acquired by Ansys is comprised of Fluent Inc. and its subsidiaries (collectively, “Fluent”), a global supplier of CFD software technologies and services. Fluent’s offerings enable engineers and designers to simulate fluid flow,

 


The following information was filed by Aavid Thermal Technologies Inc on Thursday, February 16, 2006 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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