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SDRC Acquires TD Technologies, Inc.

30 July 1999

SDRC Acquires TD Technologies, Inc.; Metaphase Leverages TD Technologies' Requirements Management and Systems Engineering Technology to Broaden and Redefine PDM

    CINCINNATI--July 29, 1999--SDRC , a leading global supplier of enterprise product development solutions and developer of I-DEAS(R) and Metaphase(R) Enterprise(TM) product data management (PDM) software, today announced that it has reached a definitive agreement to acquire TD Technologies, Inc., of Richardson, Texas. TD Technologies' flagship product, System Level Automation Tool for Engineers (SLATE(TM)) forms the basis of new SDRC product data management (PDM) extensions. The deal is expected to close in the current quarter.
    Under the terms of the acquisition, shares and stock options of SDRC with an aggregate value of approximately $12.6 million will be exchanged for all outstanding shares and stock options of TD. The transaction will be accounted for as a purchase. SDRC expects to record a one-time, non-cash charge against earnings during the current quarter related to the write-off of in-process research and development. SDRC also expects the acquisition will dilute its consolidated earnings by approximately four cents for the balance of 1999 and then be accretive thereafter.
    SDRC is the first company in the PDM space to include the emerging methods of systems engineering and requirements management in its PDM products. SLATE technology enables SDRC to extend the value and reach of PDM within the enterprise.
    "We are pleased to extend Metaphase's PDM leadership position through this acquisition," said Bill Weyand, chairman, president and CEO of SDRC. "The acquisition of TD complements our expanded internal Metaphase R&D investment in bringing increased value to our customers. We plan to continue to aggressively extend the Metaphase solution breadth through development and acquisition to realize an increasing share of the growing PDM market opportunity."
    "In looking for partners to help us accelerate SLATE into the emerging computer-aided systems design market, we found a perfect fit with SDRC's Metaphase Product Data Management (PDM) environment and the I-DEAS product line -- together we cover the entire product development life cycle -- from initial concept to fielded product," said Don Candy, president and CEO of TD Technologies. "This means we can push information from the back of the product development cycle -- where all the lessons gather -- to the front end conceptual design, giving people the information they need to avoid the problems to begin with!"
    "The only differences our customers will see are the SDRC logo, an accelerated product development cycle, even better support with more service offerings like development process acceleration services, more alliances such as integrated regulatory databases, and better world-wide sales and support through SDRC's global network."
    SLATE is used to model products as inter-related systems that meet specific customer and market requirements. Using SLATE, requirements are mapped to systems, which fulfill specific needs. Systems are mapped to products, options and variants that meet the functional needs. The extended product development lifecycle is supported including selling designing, planning, manufacturing, servicing and retiring products. Traceability across the extended lifecycle ensures effective and efficient design and manufacturing. The ability to see the impact of design decisions early in product development results in large cost savings for organizations with distributed product development teams.
    "Systems engineering methodologies are increasingly being used by leading companies to significantly shorten product development timelines," said Wayne Collier, president of D.H. Brown Associates, Inc. "SDRC is leading the product data management industry in recognizing this emerging need and extending the vision for systems based product design, configuration and management."

    About SDRC

    SDRC (http://www.sdrc.com/) is one of the world's leading providers of enterprise product development solutions with its suite of mechanical design automation software and product data management software. The Company's products, coupled with engineering and consulting services, help manufacturers optimize product development early in the design process, enabling them to reduce cost and cycle time while significantly improving quality and time to market. SDRC provides the award-winning I-DEAS product suite of integrated CAD/CAM/CAE software, and the market-leading PDM software, Metaphase Enterprise, which is developed, marketed and supported by SDRC's Metaphase Technology Division. SDRC employs more than 2,500 people worldwide, with 77 offices in 18 countries throughout North America, Europe, and Asia/Pacific.

    About TD Technologies

    TD Technologies (www.tdtech.com) is a privately held systems design software development and services firm in the Dallas/Richardson high-tech corridor -- with key customers in the Automotive, Telecommunications, and Aerospace industries including Hughes Space & Communications, Siemens AG, Ford Motor Company, Ericsson, Northrop Grumman, The Boeing Company, and Raytheon Systems Company. TD is located at 2425 N. Central Expressway, Richardson, Texas 75080 (972) 669-9937 Fax. 9938 info@tdtech.com.
    Note to Editors: SDRC, Metaphase and I-DEAS are registered trademarks, and Metaphase Enterprise and I-DEAS Master Series are trademarks of Structural Dynamics Research Corporation. All other trademarks or registered trademarks belong to their respective holders.