SDRC Aquires Imageware

From: Doug Mitchell (dmitchel@ford.com)
Date: Thu Oct 15 1998 - 18:09:04 EEST


SDRC Agrees to Acquire Imageware Corporation

Acquisition will provide SDRC with advanced surfacing
and reverse engineering products and technology

CINCINNATI-October 14, 1998 - SDRC (Nasdaq: SDRC),
developer of I-DEAS[tm] design automation software
and Metaphase. Enterprise[tm] product data management
software, today announced that it has signed a definitive
agreement to acquire privately held Imageware Corporation
of Ann Arbor, Michigan, for approximately $31 million in
cash. In connection with the acquisition, SDRC will record
a one-time, non-cash charge against earnings upon closing
which is scheduled to occur in the fourth quarter of 1998.

Industry leaders such as Mercedes-Benz, Volkswagen, Toyota,
Ford Motor Co., Boeing, Lockheed-Martin, Motorola and Sony
use Imageware solutions. Imageware's technologies for free
form surface modeling and 3D inspection, combined with
I-DEAS design automation software and Metaphase Enterprise
product data management software, will further establish
SDRC's leadership position as a provider of complete product
development solutions to industry leaders who are focused on
innovation and time to market. Imageware's recently-introduced
Class 1 surfacing product provides SDRC's I-DEAS customers
with the ability to go from concept surfaces to tooling with
software solutions provided by a single supplier.

"The needs of current and future SDRC customers will be
addressed by combining resources from Imageware and SDRC.
This acquisition will position I-DEAS solutions to surpass
today's standard and to deliver undisputed best-in-class
surface modeling capabilities to meet the production
requirements of the automotive and aerospace industries,"
stated Bill Weyand, SDRC's Chairman, President and CEO.
"Expanding into new complementary application segments will
further position SDRC for new growth markets while extending
I-DEAS solutions. This ultimately allows us and our customers
to get to market faster."

"Gartner Group believes that providing robust, Class 1
surfacing capabilities is critical for leadership in the
CAPE II market, and will become a growing requirement for a
wide range of users looking to enhance aesthetic and structural
product innovation," stated David Burdick of Gartner Group.
Charles Foundyller, President and CEO of Daratech, Inc., added,
"Combining Imageware's recently introduced Class 1 surfacing
application with SDRC's technology and market position will
further the Company's strength as a provider of total
enterprise product development solutions."
Once the transaction is complete, SDRC plans to integrate
Imageware's advanced surfacing technologies into I-DEAS,
while continuing to strengthen the stand-alone capability
and direct data links to other CAD environments. Stuart
Ashmun, General Manager of Microsoft's Hardware Division
states, "Imageware's product, Surfacer, continues to be
the standard for high-quality, free-form surfacing technology
within our Pro/ENGINEER CAD environment. The announced
acquisition by SDRC is extremely beneficial to us, as
Imageware will be able to leverage SDRC's resources and
complementary modeling technologies to satisfy all our
free-form modeling needs."

With the immediate availability of a seamless data link to
I-DEAS, SDRC customers will benefit from the inclusion
of Imageware technologies with other SDRC applications
spanning concept design through manufacturing.
"Imageware has proven product leadership in the areas of
reverse engineering and inspection, and offers promising
technology and talent for surfacing applications," said
Richard Riff, Director, Ford C3P Project Office. "We're excited
about the possibilities this acquisition will give SDRC for
servicing an even greater portion of the automotive design
and manufacturing process."

Mark Goldstein, Vice President of SDRC Products Group added,
"After an exhaustive search of current surface modeling
technologies, SDRC, in conjunction with our automotive
partners, concluded that Imageware offered the most complete
and modern architecture available today. We are committed to
combining technology and resources to create the next
generation surface modeling capabilities to surpass all
competitive approaches."

Atilio Steuer, CAD/CAM Manager at Venture Mold and Engineering
states, "Throughout our four years as a customer, we have
watched Imageware rapidly progress, initially from dense
point cloud processing applications to current production
quality surface modeling solutions. After reviewing
Imageware's Beta version of Class 1 solution, we saw a product
that sets a new standard for easily creating Class 1 surfaces.
Venture is looking forward to using SDRC's next-generation
Class 1 surfacing product. The SDRC framework is an ideal
environment from which we anticipate Imageware will continue
to aggressively introduce new cutting-edge design and
manufacturing software products."

The acquisition will provide SDRC with an expanded and
leading edge suite of technical surfacing applications and
technologies that supports the development of highly-styled
mechanical products. The applications include free-form
surfacing, inspection, point processing, foreign CAD geometry
clean up and healing. Imageware's core modeling technology
and process-oriented applications have enabled rapid
penetration into the automotive high-quality free form and
Class 1 surfacing market.

"Imageware is an innovative, entrepreneurial organization
that in the past three years has brought to market the
'Best in Class Surface Modeling and 3D Inspection Applications
for Automotive, Aerospace and Consumer Products' industries,"
stated Larry Mueller, Imageware's President and CEO. "SDRC,
with Imageware, will now be positioned to provide the next
generation of fully integrated surface and solid modeling
solutions. Existing customers of SDRC and Imageware will
benefit tremendously from this merger."

Founded in 1991, Imageware Corporation is an industry-leading
developer and distributor of best-in-class 3D free-form
modeling and measurement software solutions for designing,
building and inspecting free form shaped products. Imageware
provides technical surfacing applications and technologies
that support the ongoing trend to develop mechanical products
with aesthetic free form shapes. Some applications include
high-quality free form surfacing, reverse engineering,
inspection and automated tools for CAD geometry clean up.

Imageware's core modeling technology and process-oriented
applications have enabled rapid penetration into the
automotive high-quality free form and Class 1 surfacing
market. Imageware solutions are used throughout aerospace,
automotive, consumer product, entertainment and general
manufacturing.

SDRC (Structural Dynamics Research Corporations) is a
leading provider of Enterprise Product Development Solutions.
SDRC is a leading international supplier of Mechanical
Design Automation software, Product Data Management software,
and related value-added services. The Company's products and
services help manufacturers optimize product concepts early
in the design process, enabling them to significantly improve
product quality while reducing product development time and
cost. SDRC employs more than 2,200 people and has 64 offices
in 16 countries throughout North America, Europe and Asia/Pacific.

http://www.sdrc.com
http://www.iware.com

-----
Doug Mitchell
Ford Motor Company
dmitchel@ford.com

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