Under the terms of the merger agreement, ANSYS will issue 6,000,000 shares of its common stock and pay approximately $300 million in net cash to acquire Fluent, subject to certain adjustments at closing. The transaction is valued at approximately $565 million based on the $44.11 per share closing price of ANSYS common stock on February 15, 2006. ANSYS will use a combination of existing cash and approximately $200 million from committed bank financing to fund the transaction.