Autodesk Agrees to Acquire Blue Ridge Numerics, Inc.

SAN RAFAEL, Calif.--(BUSINESS WIRE)--Autodesk, Inc., (NASDAQ:ADSK), a leader in 3D design, engineering and entertainment software, announced that it has signed a definitive agreement to acquire Blue Ridge Numerics, Inc., a leading provider of simulation software, for approximately $39 million in cash. The transaction is subject to customary closing conditions and is expected to close in Autodesk’s first quarter of fiscal 2012 (which ends on April 30, 2011).

“Since 1992, Blue Ridge Numerics’ comprehensive CFD tools have helped engineers improve quality, accelerate time-to-market and drive profitability”

Charlottesville, Virginia-based Blue Ridge Numerics’ CFdesign technology will be an important addition to the Autodesk simulation software portfolio for manufacturers, which currently includes Autodesk Inventor, Autodesk Algor Simulation and Autodesk Moldflow. It will broaden the Autodesk solution for Digital Prototyping to provide customers with a spectrum of computational fluid dynamics (CFD) capabilities that help automate fluid flow and thermal simulation decision-making for designs, while eliminating costly physical prototyping cycles.

“Simulation represents a significant growth area for Autodesk, and we are focused on strengthening our portfolio in this area both organically and through acquisitions,” said Robert “Buzz” Kross, senior vice president of the Manufacturing Industry Group at Autodesk. “The acquisition of Blue Ridge Numerics will add important new simulation capabilities to virtually test and predict how a product or building design will work, allowing our customers to compete more effectively at every step of the design process.”

“Since 1992, Blue Ridge Numerics’ comprehensive CFD tools have helped engineers improve quality, accelerate time-to-market and drive profitability,” said Ed Williams, president and co-founder of Blue Ridge Numerics. “Autodesk is a valued business partner, and the combination of both companies’ proven Digital Prototyping technologies will help customers worldwide tackle complex engineering challenges and ultimately be more successful with their designs.”

Proposed Integration

Blue Ridge Numerics’ CFdesign software allows mechanical and building system engineers to virtually test and predict real-world behavior of new and existing designs and eliminate expensive physical prototyping cycles in the lab. Its CFD software allows engineers to make informed, up-front decisions about air flow, fluid flow or electronics cooling to help design and manufacture safer, quality products or construct more energy efficient buildings.

Blue Ridge Numerics has successfully broken down technological barriers that previously prevented the integration of CFD within the mainstream product development process. The company’s robust, general-purpose analytical engine produces accurate simulations set up within a range of CAD systems with little human time or simulation experience required.

Upon completion of the acquisition, Autodesk's intent is to integrate Blue Ridge Numerics into its Manufacturing Industry Group and to continue developing and selling Blue Ridge Numerics CFdesign products, supporting Blue Ridge Numerics customers and integrating them into the Autodesk Manufacturing Community. Autodesk is also committed to continue developing the Blue Ridge Numerics products with a multi-CAD approach, allowing direct data exchange between CFdesign products and multiple computer aided design software offerings.

Business Outlook

This transaction is expected to decrease Autodesk’s GAAP diluted earnings per share in its fiscal first quarter of fiscal 2012 by approximately $0.01 and non-GAAP diluted earnings per share by approximately $0.01. For the full year fiscal 2012, this transaction is expected to decrease Autodesk’s GAAP diluted earnings per share by approximately $0.02-$0.03 and non-GAAP diluted earnings per share by approximately $0.01-$0.02. Non-GAAP diluted earnings per share exclude $0.01 for amortization of acquisition related intangibles, net of tax.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding: the impact of the acquisition on Autodesk's earnings per share, business performance and product offerings; Autodesk's commitments to Blue Ridge Numerics customers; and the impact of the combined product capabilities. Factors that could cause actual results to differ materially include the following: difficulties encountered in closing the acquisition of Blue Ridge Numerics and integrating Blue Ridge Numerics’ business, including its customers, vendors and employees; costs related to the proposed acquisition; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the acquisition; our success developing new products or modify existing products and the degree to which these gain market acceptance; general market and business conditions; the timing and degree of expected investments in growth opportunities; failure to achieve; pricing pressure; failure to achieve continued cost reductions and productivity increases; changes in the timing of product releases and retirements; failure of key new applications to achieve anticipated levels of customer acceptance; failure to achieve continued success in technology advancements; interruptions or terminations in the business of our consultants or third party developers; the expense and impact of legal or regulatory proceedings; and unanticipated impact of accounting for acquisitions.

Further information on potential factors that could affect the financial results of Autodesk are included in the company's annual report on Form 10-K for the year ended January 31, 2010, and Form 10-Q for the quarter ended October 31, 2010, which are on file with the Securities and Exchange Commission. Autodesk does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

About Blue Ridge Numerics

Blue Ridge Numerics, Inc. is a Global Environment Fund portfolio company and has been consistently ranked among the fastest-growing technology companies in North America. The company's CFdesign upfront CFD software integrates comprehensive fluid-flow and heat-transfer simulation into early phases of design and engineering, when companies can dramatically improve product quality, time-to-market, and ultimately profitability through the product life cycle. Learn more about CFD technology and best practices for implementation at: www.upfrontcfd.com.

About Autodesk

Autodesk, Inc., is a leader in 3D design, engineering and entertainment software. Customers across the manufacturing, architecture, building, construction, and media and entertainment industries – including the last 15 Academy Award winners for Best Visual Effects – use Autodesk software to design, visualize and simulate their ideas. Since its introduction of AutoCAD software in 1982, Autodesk continues to develop the broadest portfolio of state-of-the-art software for global markets. For additional information about Autodesk, visit www.autodesk.com.

Algor, Autodesk, AutoCAD, Autodesk Inventor, Inventor and Moldflow are registered trademarks of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. Academy Award is a registered trademark of the Academy of Motion Picture Arts and Sciences. All other brand names, product names or trademarks belong to their respective holders. Autodesk reserves the right to alter product and services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document.