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.

"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."