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SDRC Agrees to Acquire Imageware Corporation

15 October 1998

SDRC Agrees to Acquire Imageware Corporation; Acquisition Will Provide SDRC With Advanced Surfacing and Reverse Engineering Products and Technology

    CINCINNATI--Oct. 14, 1998--SDRC , developer of I-DEAS(TM) design automation software and Metaphase(R) Enterprise(TM) product data management software, today announced that it has signed a definitive agreement to acquire privately-held Imageware Corporation of Ann Arbor, Michigan, for approximately $31 million in cash. In connection with the acquisition, SDRC will record a one-time, non-cash charge against earnings upon closing which is scheduled to occur in the fourth quarter of 1998.
    Industry leaders such as Mercedes-Benz, Volkswagen, Toyota, Ford Motor Co., Boeing, Lockheed-Martin, Motorola and Sony use Imageware solutions. Imageware's technologies for free form surface modeling and 3D inspection, combined with I-DEAS design automation software and Metaphase Enterprise product data management software, will further establish SDRC's leadership position as a provider of complete product development solutions to industry leaders who are focused on innovation and time to market. Imageware's recently-introduced Class 1 surfacing product provides SDRC's I-DEAS customers with the ability to go from concept surfaces to tooling with software solutions provided by a single supplier.
    The needs of current and future SDRC customers will be addressed by combining resources from Imageware and SDRC. "This acquisition will position I-DEAS solutions to surpass today's standard and to deliver undisputed best-in-class surface modeling capabilities to meet the production requirements of the automotive and aerospace industries," stated Bill Weyand, SDRC's Chairman, President and CEO. "Expanding into new complementary application segments will further position SDRC for new growth markets while extending I-DEAS solutions. This ultimately allows us and our customers to get to market faster."
    "Gartner Group believes that providing robust, Class 1 surfacing capabilities is critical for leadership in the CAPE II market, and will become a growing requirement for a wide range of users looking to enhance aesthetic and structural product innovation," stated David Burdick of Gartner Group. Charles Foundyller, President and CEO of Daratech, Inc., added, "Combining Imageware's recently-introduced Class 1 surfacing application with SDRC's technology and market position will further the Company's strength as a provider of total enterprise product development solutions."
    Once the transaction is complete, SDRC plans to integrate Imageware's advanced surfacing technologies into I-DEAS, while continuing to strengthen the stand-alone capability and direct data links to other CAD environments. Stuart Ashmun, General Manager of Microsoft's Hardware Division states, "Imageware's product, Surfacer, continues to be the standard for high-quality, free-form surfacing technology within our Pro/ENGINEER CAD environment. The announced acquisition by SDRC is extremely beneficial to us, as Imageware will be able to leverage SDRC's resources and complementary modeling technologies to satisfy all our free-form modeling needs."
    With the immediate availability of a seamless data link to I-DEAS, SDRC customers will benefit from the inclusion of Imageware technologies with other SDRC applications spanning concept design through manufacturing. "Imageware has proven product leadership in the areas of reverse engineering and inspection, and offers promising technology and talent for surfacing applications," said Richard Riff, Director, Ford C3P Project Office. "We're excited about the possibilities this acquisition will give SDRC for servicing an even greater portion of the automotive design and manufacturing process."
    Mark Goldstein, Vice President of SDRC Products Group added, "After an exhaustive search of current surface modeling technologies, SDRC, in conjunction with our automotive partners, concluded that Imageware offered the most complete and modern architecture available today. We are committed to combining technology and resources to create the next generation surface modeling capabilities to surpass all competitive approaches."
    Atilio Steuer, CAD/CAM Manager at Venture Mold and Engineering states, "Throughout our four years as a customer, we have watched Imageware rapidly progress, initially from dense point cloud processing applications to current production quality surface modeling solutions. After reviewing Imageware's Beta version of Class 1 solution, we saw a product that sets a new standard for easily creating Class 1 surfaces. Venture is looking forward to using SDRC's next-generation Class 1 surfacing product. The SDRC framework is an ideal environment from which we anticipate Imageware will continue to aggressively introduce new cutting-edge design and manufacturing software products."
    The acquisition will provide SDRC with an expanded and leading edge suite of technical surfacing applications and technologies that supports the development of highly-styled mechanical products. The applications include free-form surfacing, inspection, point processing, foreign CAD geometry clean up and healing. Imageware's core modeling technology and process-oriented applications have enabled rapid penetration into the automotive high-quality free form and Class 1 surfacing market.
    "Imageware is an innovative, entrepreneurial organization that in the past three years has brought to market the "Best in Class Surface Modeling and 3D Inspection Applications for Automotive, Aerospace and Consumer Products industries," stated Larry Mueller, Imageware's President and CEO. "SDRC, with Imageware, will now be positioned to provide the next generation of fully integrated surface and solid modeling solutions. Existing customers of SDRC and Imageware will benefit tremendously from this merger."
    Founded in 1991, Imageware Corporation is an industry-leading developer and distributor of best-in-class 3D free-form modeling and measurement software solutions for designing, building and inspecting free form shaped products. Imageware provides technical surfacing applications and technologies that support the ongoing trend to develop mechanical products with aesthetic free form shapes. Some applications include high-quality free form surfacing, reverse engineering, inspection and automated tools for CAD geometry clean up.
    Imageware's core modeling technology and process-oriented applications have enabled rapid penetration into the automotive high-quality free form and Class 1 surfacing market. Imageware solutions are used throughout aerospace, automotive, consumer product, entertainment and general manufacturing.
    SDRC (Structural Dynamics Research Corporations) is a leading provider of Enterprise Product Development Solutions. SDRC is a leading international supplier of Mechanical Design Automation software, Product Data Management software, and related value-added services. The Company's products and services help manufacturers optimize product concepts early in the design process, enabling them to significantly improve product quality while reducing product development time and cost. SDRC employs more than 2,200 people and has 64 offices in 16 countries throughout North America, Europe and Asia/Pacific.
http://www.iware.com/ http://www.sdrc.com/

    Note to Editors: SDRC is a registered trademark and I-DEAS and Metaphase Enterprise are trademarks of Structural Dynamics Research Corporation. All other trademarks or registered trademarks belong to their respective holders.