Aavid Thermal Technologies, Inc. to be Acquired by ANSYS, Inc.; Company's Thermal Management Solutions Business to Operate Independently

Aavid Thermal Technologies, Inc. (the "Company"), aleading developer of computational fluid dynamics ("CFD") software andprovider of thermal management solutions for electronics, todayannounced that it has signed a definitive agreement to be acquired byANSYS, Inc. ("Ansys"; Nasdaq: ANSS), a global innovator of simulationsoftware and technologies designed to optimize product developmentprocesses. Prior to the closing of the transaction, the Company'sthermal management solutions business ("Aavid Thermalloy") will bespun-off to the Company's stockholders, including Willis Stein &Partners ("Willis Stein"), a leading Chicago-based private investmentfirm and the Company's controlling stockholder. Aavid Thermalloy willcontinue operating as a standalone business.

Under the terms of the definitive agreement, Ansys will issue6,000,000 shares of its common stock and pay approximately $300million, net cash, to the stockholders of the Company and certain ofits affiliates, subject to certain adjustments at closing. Thetransaction 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,including repayment and redemption at closing of the Company'soutstanding senior and subordinated debt.

The operating business to be acquired by Ansys is comprised ofFluent, Inc. and its subsidiaries (collectively, "Fluent"), a globalsupplier of CFD software technologies and services. Fluent's offeringsenable engineers and designers to simulate fluid flow, heat and masstransfer, and related phenomena involving turbulent, reacting, andmultiphase flow and are used by blue chip companies, small andmedium-sized enterprises and academic institutions around the world.CFD simulation technology is used in almost every industry sector andmanufactured product. CFD technology represents the fastest growingapplication in the Computer Aided Engineering (CAE) industry, with an18% growth rate estimated through 2009 as forecasted by Daratech, Inc.

Following the contemplated spin-off of Aavid Thermalloy, WillisStein and co-investors will continue to own Aavid Thermalloy on astandalone basis. Aavid Thermalloy is a global provider of thermalmanagement solutions that dissipate unwanted heat from microprocessorsand industrial electronics worldwide, including heat sinks, interfacematerials and attachment accessories, heat spreaders and liquidcooling and phase change devices that are configured to meetcustomer-specific needs. Aavid Thermalloy has an establishedreputation for high product quality, service excellence andengineering innovation.

Dr. Bharatan Patel, Chief Executive Officer of the Company and thefounder of Fluent, will continue leading and overseeing AavidThermalloy while working closely with Ansys to provide strategicguidance. Dr. Patel commented, "This transaction brings togetherFluent's and Ansys's software products and services to yield one ofthe most robust, independent engineering simulation software offeringsin the industry. The combination of Fluent's extensive portfolio ofCFD solutions and Ansys's broad range of simulation capabilitiesshould create a "best of breed" company that will be a leader in theinnovation of engineering simulation technology and provideworld-class service and support to customers."

Dr. Patel continued, "As we look to the future, Aavid Thermalloywill concentrate its efforts on thermal management innovations to helpour customers meet the challenges they face in developing nextgeneration electronics products. We lead the industry in newdevelopment, time to market and customer service, and we are confidentin our ability to execute on our growth plans for Aavid Thermalloy."

"Both Fluent and Ansys have a strong commitment to customers andinnovation, and we believe this transaction provides a terrificopportunity for the combined company to play a leading role indeveloping and delivering advanced engineering simulationtechnologies," said Daniel H. Blumenthal, a Managing Partner of WillisStein. "In addition, with this transaction, Aavid Thermalloy will nowbe entirely focused on thermal management products, an industry withgood prospects for growth. We're looking forward to continuing to workclosely with Bart Patel as Aavid Thermalloy expands into new marketsand broadens its product offerings."

Upon the closing of the transaction, Mr. Blumenthal will join theAnsys board of directors, and Dr. Patel will work closely with Ansys'sboard of directors and President and CEO to provide his expertise andknowledge. Additionally, Dr. Ferit Boysan, Fluent's President, willjoin Ansys as General Manager, Fluids Business Unit, reportingdirectly to Ansys's President and CEO.

Both companies' boards of directors have approved the transaction.Subject to customary closing conditions and the expiration ortermination of the waiting period under the Hart-Scott-Rodino Act, thetransaction is anticipated to close early in the second quarter of2006.

About Aavid Thermal Technologies, Inc.

The Company has been owned by Willis Stein and co-investors sinceFebruary 2000. The Company is a leading developer and marketer of CFDsoftware and a global provider of thermal management solutions forelectronic products. Each of these businesses has an establishedreputation for high product quality, service excellence andengineering innovation in its market. CFD software is used in complexcomputer-generated modeling of fluid flows, heat and mass transfer andchemical reactions. Fluent's CFD software is used in a variety ofindustries, including the automotive, aerospace, chemical processing,power generation, material processing, electronics and HVACindustries.

Aavid Thermalloy designs, manufactures and distributes on aworldwide basis thermal management products that dissipate unwantedheat, which can degrade system performance and reliability, frommicroprocessors and industrial electronics products. As described,Aavid Thermalloy and related entities will, prior to consummation ofthe merger, be spun-off to the Company's stockholders.

Overall, the Company services a highly diversified base ofnational and international customers including OEMs, distributors, andcontract manufacturers through a highly integrated network ofsoftware, development, manufacturing, sales and distribution locationsthroughout North America, Europe, and the Far East.

Additional information on Aavid is available on the World Wide Webat http://www.aatt.com.

About ANSYS, Inc.

Ansys, founded in 1970, develops and globally markets engineeringsimulation software and technologies widely used by engineers anddesigners across a broad spectrum of industries. Ansys focuses on thedevelopment of open and flexible solutions that enable users toanalyze designs directly on the desktop, providing a common platformfor fast, efficient and cost-conscious product development, fromdesign concept to final-stage testing and validation. Headquartered inCanonsburg, Pennsylvania with more than 25 strategic sales locationsthroughout the world, Ansys and its subsidiaries employ approximately600 people and distribute Ansys products through a network of channelpartners in over 40 countries. Visit http://www.Ansys.com for moreinformation.

About Willis Stein & Partners

Willis Stein & Partners is a leading Chicago-based private equityfirm that focuses on investments in profitable, well-managed andgrowing businesses in the manufacturing, consumer products andservices, business services, media and publishing and health careindustries. The principals of Willis Stein have made investments inmore than 50 companies and manage approximately $3 billion in equitycapital. For more information, please visit www.willisstein.com.

"Safe Harbor" Statement Under the Private Securities LitigationReform Act of 1995

The matters discussed in this release contain forward-lookingstatements (as such term is defined in the Private SecuritiesLitigation Reform Act of 1995) and information relating to the Companythat is based on the beliefs of the management of the Company, as wellas assumptions made by and information currently available to themanagement of the Company. The words "estimate," "project," "believe,""anticipate," "intend," "expect," and similar expressions are intendedto identify forward-looking statements. Such statements reflect thecurrent views of the Company with respect to future events, and aresubject to risks and uncertainties that could cause actual results todiffer materially from those contemplated in such forward-lookingstatements. The Company does not undertake any obligation to publiclyrelease any revisions to these forward-looking statements to reflectevents or circumstances after the date hereof or to reflect theoccurrence of unanticipated events.