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ANSYS to Acquire CFX, a Leading Provider of Computational Fluid Dynamics Simulation Software and Services



    SOUTHPOINTE, Pa., Feb. 4 -- ANSYS, Inc. , a global leader in computer-aided engineering
analysis and optimization software, today announced that it has entered into a
definitive agreement to acquire CFX, a leading supplier of computational fluid
dynamics software and services.  Computational fluid dynamics (CFD) is the
second largest segment of the computer-aided engineering market behind the
solid mechanics segment, where ANSYS already is well recognized as a market
leader.  By acquiring CFX, ANSYS will broaden the scope of engineering and
physics solutions it can offer to its customers, gain access to new customers,
and enter new markets.
    ANSYS has agreed to pay approximately $21 million in cash to CFX's parent
company, AEA Technology PLC (London: AAT), to complete the acquisition.  The
Company estimates that the transaction will be accretive to adjusted earnings
in fiscal year 2003, excluding the impact of purchase accounting adjustments
relative to the recognition of deferred lease revenue and the amortization of
purchased intangibles.  The transaction, which is subject to certain closing
conditions, is expected to close in February 2003.  CFX, which will continue
to be headquartered in Waterloo, Ontario, will separately maintain its product
and service businesses.
    CFX serves more than 4,000 active users, in all major geographies.  CFX
provides CFD solutions to industries including turbo-machinery, aerospace,
automotive, chemical processing, biomedical and power generation.  For its
fiscal year ended March 31, 2002, CFX had revenues of approximately
$19 million.  CFX has recently released a new version of its flagship product,
CFX 5, which provides state-of-the-art CFD technology with modern software
architecture that is easy to use, fast and accurate.  With sales, support and
consulting offices around the world, CFX's mission is to improve customers'
efficiency and profitability by delivering outstanding CFD solutions and
support.
    The CFX acquisition, if completed, will represent ANSYS' second
acquisition in the CFD market segment.  ANSYS previously acquired ICEM CFD
Engineering, in August 2000.  ICEM CFD Engineering will remain separate from
CFX and continue to offer independent pre- and post-processing products and
services to customers and OEM partners.  CFX's mathematical representations
for simulating the physics involved in CFD applications will complement ICEM
CFD Engineering's offerings.  In addition, the combination of CFX's CFD
technology with ANSYS' existing strength in solid mechanics will allow ANSYS
to simulate more accurately its customers' product behavior and the
environments surrounding those products.
    "Our vision is to deliver value for our customers by transforming the way
they design, build and take their products to market," said James E. Cashman
III, President and CEO of ANSYS.  "We do this by helping engineers simulate
the physics involved in their design problems.  Fluid dynamics is an important
discipline of physics that has progressed to the point that its simulation is
well validated, widely used in major design programs and done economically on
inexpensive hardware.  ANSYS has long known that engineers will need to
simulate multiple physics within an integrated environment, as the work-
arounds are too time consuming.  We carefully reviewed the leading fluids
technology on the market today and we believe that in CFX we have selected the
best technology in the most modern product platform for our CFD strategy.  We
will be bringing on a group of people who are highly respected in their field,
with experience in practical engineering simulation, and who share the values
we place on excellence in engineering physics.  ANSYS is excited about the
potential of this combination to deliver significant value to our customers,
our strategic partners, and our shareholders."
    "Joining ANSYS is an excellent move for our employees and customers,"
added Chris Reid, CEO of CFX.  "In addition to being a market leader, ANSYS
has a long history of profitable operations.  The opportunities to leverage
each other's respective strengths in management, marketing and sales are
clear, and ANSYS' market leadership in engineering simulation will enable us
to take our tremendous domain experience and technology base in CFD to the
market more effectively and with greater impact.  Additionally, CFX and ICEM
CFD have long been partners on a number of fronts and our new association with
them provides new opportunities for enhanced technology and product
integration.  This powerful combination of structural and fluids solutions
will enable us to solve entirely new classes of problems, delivering much
greater value for the customer."
    ANSYS will hold a conference call at 10:30 a.m. Eastern Time on
February 4, 2003 to discuss in more detail the business and financial
implications of the proposed CFX acquisition as part of ANSYS' discussion of
its fourth quarter results and 2003 business prospects.  The dial-in number is
800-857-7001 and the passcode is "ANSYS".  A replay will be available until
February 6, 2003 by dialing 800-756-9736.  The conference call will be webcast
live and can be accessed, along with other financial information, on ANSYS'
website, located at http://www.ansys.com.

    Some matters discussed in this news release constitute forward-looking
statements under the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.  The actual future events and financial results
of the Company could differ significantly from these statements.  These
include statements with respect to completing the acquisition of CFX on the
terms or time line described above or at all, realizing accretion to earnings
from this acquisition, being recognized as a leading supplier of engineering
simulation software, broadening the scope of engineering solutions that the
Company can offer, gaining access to new markets and expanding our customer
base and delivering significant value to our customers, strategic partners and
our shareholders from this combination.
    All forward-looking statements are subject to various risks and
uncertainties such as our ability and the seller's ability to satisfy all of
the closing conditions to the CFX acquisition, our ability to successfully
retain current CFX employees, the ability of the acquired business to achieve
the anticipated level of profitability in 2003, our ability to integrate CFX
into our business without incurring unanticipated costs or high levels of
management distraction, the emergence of competitive products and unforeseen
technical issues, our ability to protect our proprietary technology and
maintain our technological lead over competitors, and other risks and
uncertainties that are detailed from time to time in reports filed by ANSYS,
Inc. with the Securities and Exchange Commission, including ANSYS, Inc.'s 2002
Annual Report and Form 10-K and most recent Quarterly Report on Form 10-Q.

    About ANSYS Inc.: ANSYS Inc., founded in 1970 as Swanson Analysis Systems
Inc., develops and globally markets engineering simulation software and
technologies widely used by engineers and designers across a broad spectrum of
industries.  The Company focuses on the development of open and flexible
solutions that enable users to analyze designs directly on the desktop,
providing a common platform for fast, efficient and cost-conscious product
development, from design concept to final-stage testing and validation.
Headquartered in Canonsburg, Pennsylvania U.S.A. with more than 18 strategic
sales locations throughout the world, ANSYS Inc. employs more than 400 people
and distributes its ANSYS(R), DesignSpace(R), AI*NASTRAN(TM), and ICEM CFD
suite of products through a network of channel partners in 37 countries.
http://www.ansys.com

    About CFX: CFX is a leading supplier of computational fluid dynamics (CFD)
software and services to the chemical, manufacturing and power generation
industries.  With sales, support and consulting offices around the world, the
company's mission is to improve customers' efficiency and profitability by
delivering outstanding CFD solutions and support.

    Note to editors: ANSYS, AI*NASTRAN, and DesignSpace are Trademarks or
registered Trademarks of subsidiaries of ANSYS Inc. located in the United
States or other countries.