has announced an agreement to purchase Structural Dynamics Research Corporation
(SDRC) for approximately $950 million in cash, or $25.00 a share.

Concurrent with the SDRC purchase, EDS will offer to buy the 14 percent of
its Unigraphics Solutions (UGS) subsidiary that is publicly held. The offer
to the shareholders of UGS contemplates a price of $27.00 a share or total cash
of approximately about $170 million.

The two organizations have complementary product sets. Together they provide
digitized Product Lifecycle Management (PLM) software and services. PLM offerings
digitally produce and share product planning, design, manufacturing and distribution
information for collaboration via local networks and the Internet.

companies would be combined under the UGS name to become EDS’ fifth line of
business. Tony Affuso, current UGS president and CEO, would become president
of the new line of business. UGS would be a leader in digitized PLM, with more
than $1 billion in annual revenues.

"In the last 24 months, we have seen the beginning of a network-based
revolution in the way products are designed, developed and manufactured,"
said Dick Brown, EDS chairman and CEO. "UGS has given us a window on this
change and on the emergence of product lifecycle management, where digitized
information is shared instantly and globally. Now is the time to move quickly
and decisively to capture opportunities in this space."

Brown noted the SDRC acquisition would bring EDS 7,000 clients, 85 percent
of whom are new to EDS, and greatly expand relationships with companies including
Ford, Mazda, Honeywell, Nissan and Nokia.

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