Tecnomatix Agrees to Be Acquired by UGS for $228 Million or $17 Per Share; Industry Leaders Come Together to Offer the Best PLM/MPM Solution to Customers

HERZLIA, Israel--()--Jan. 4, 2005--Tecnomatix Technologies Ltd. (NASDAQ:TCNO), a leader in Manufacturing Process Management (MPM), today announced that it has entered into a definitive agreement for all of its outstanding equity to be acquired by Plano, Texas-based UGS, a leading global provider of product lifecycle management (PLM) software and services.

Under the agreement, and subject to the satisfaction of certain customary conditions, including approval by Tecnomatix shareholders and regulatory authorities, shareholders will receive $17.00 per share in cash for each Tecnomatix share they own. This represents a premium of 39% to Tecnomatix's average closing price over the last 60 trading days. The transaction implies a total equity value of $227.7 million (based on 12.2 million shares outstanding and assuming exercise of 2.9 million options).

Tecnomatix's founders and other significant shareholders owning approximately 13% of the outstanding shares have irrevocably committed to vote in favor of the acquisition. The transaction has received the unanimous support of Tecnomatix's Board of Directors and, subject to the receipt of required regulatory approvals, is expected to be completed by the end of the first quarter 2005.

"This agreement with UGS offers an attractive price to our shareholders. This price validates the business value of MPM solutions to leading manufacturing enterprises, as well as the contribution that Tecnomatix and its employees made in developing this marketplace. From an innovative vision only five years ago to over 300 productive enterprise deployments today, the Tecnomatix MPM offering has become the chosen path to manufacturing excellence at the world's leading automotive, aerospace and electronics manufacturers," said Harel Beit-On, chairman of Tecnomatix. "Through this marriage of best-in-class MPM solutions and UGS' leading enterprise PLM expertise, Tecnomatix customers and manufacturers around the world will realize even greater business value and product introduction success."

Jaron Lotan, president and CEO of Tecnomatix said: "UGS is uniquely positioned to acquire Tecnomatix after two years of close collaboration. Joining UGS will enable Tecnomatix to benefit from the vast technical resources, as well as the broader market coverage of this leading enterprise solution provider. This combination will offer customers an integrated IT solution combining UGS' enterprise capabilities with Tecnomatix's industry leading digital manufacturing products and services. Tecnomatix employees can look forward to personal growth as part of UGS."

Commenting from UGS, Tony Affuso, chairman, CEO and president of UGS, stated, "After having worked closely with Tecnomatix for a number of years, we are excited that we will be able to further capitalize on the strengths of both organizations. Given the recent successes of our joint sales initiatives and ongoing product integration efforts, this agreement marks an important extension of our efforts to offer customers comprehensive solutions to their most complicated planning and production issues. Tecnomatix solutions will provide UGS with expanded offerings in the PLM space for existing UGS customers, as well as new customers in selected industries currently being served by Tecnomatix. We look forward to Tecnomatix employees, with their in-depth knowledge and experience, becoming part of our organization. Following the acquisition, it is UGS' intention to continue to support all existing Tecnomatix customers and solutions."

Tecnomatix is being advised by Morgan Stanley on this transaction.

Note to Investors

Tecnomatix plans to mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Tecnomatix, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.

Investors and security holders will be able to obtain free copies of the Proxy Statement, when available, from Tecnomatix by contacting The Ruth Group. In addition, investors and security holders will be able to obtain free copies of other documents filed with the Securities and Exchange Commission (SEC) by Tecnomatix through the web site maintained by the SEC at www.sec.gov or from Tecnomatix.

Information about Tecnomatix

Tecnomatix Technologies Ltd. provides the world's leading Manufacturing Process Management (MPM) solutions for the automotive, electronics, aerospace and other manufacturing and processing industries. Tecnomatix eMPower solutions for MPM enable the design, simulation, and execution of production processes, and provide real-time control and visibility throughout shop-floor operations. More than 5,000 companies worldwide are using eMPower solutions to reduce operating costs, accelerate product introductions, and shorten time-to-volume -- while maintaining high levels of product and process quality. With offices in over 20 countries, Tecnomatix supports such global leaders as BMW, Boeing, Comau, Ford, GM, Mazda, Philips, Schneider Electric and Volkswagen. For more information, visit www.tecnomatix.com.

Information about UGS

UGS is a leading global provider of product lifecycle management (PLM) software and services with more than 3.3 million licensed seats and 42,000 clients worldwide. Headquartered in Plano, Texas, the company promotes openness and standardization and works collaboratively with its clients in creating enterprise solutions enabling them to transform their process of innovation and thus begin to capture the value of PLM.

This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such statements may relate to the Company's plans, objectives and expected financial and operating results. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: currency fluctuations, global economic and political conditions, market demand for Tecnomatix products and services, long sales cycles, new product developments, assimilating future acquisitions, maintaining relationships with customers and partners, and increased competition. For more details about the risks and uncertainties of the business, refer to the Company's filings with the Securities and Exchange Commission. Tecnomatix undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Company Contact:
Tecnomatix Technologies Ltd.
Jaron Lotan, +972-9-9594891
jaron.lotan@tecnomatix.com
or
Company Investor Contact:
Tecnomatix Technologies Ltd.
Oren Steinberg, +972-9-9594891
osteinberg@tecnomatix.com
or
Investor Contact:
The Ruth Group
David Pasquale, 646-536-7006
dpasquale@theruthgroup.com

Contacts

Company Contact:
Tecnomatix Technologies Ltd.
Jaron Lotan, +972-9-9594891
jaron.lotan@tecnomatix.com
or
Company Investor Contact:
Tecnomatix Technologies Ltd.
Oren Steinberg, +972-9-9594891
osteinberg@tecnomatix.com
or
Investor Contact:
The Ruth Group
David Pasquale, 646-536-7006
dpasquale@theruthgroup.com