Parametric Technology Acquires MKS

On May 31, 2011, Parametric Technology Corporation (“PTC”) acquired all of the outstanding shares of MKS Inc. (“MKS”) (TSX:MKX) pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

Under the arrangement, an indirect wholly owned subsidiary of PTC acquired each common share of MKS for $26.20 in cash, representing an aggregate purchase price of approximately $292.5 million. In connection with the arrangement, the common shares of MKS were delisted from the Toronto Stock Exchange.

MKS was represented by Larry Wasylishyn, General Counsel of MKS, and assisted by McCarthy Tétrault LLP with a team that included Jonathan Grant, Leila Rafi, Deandra Schubert and Danielle Traub (securities); Alfred Macchione (intellectual property); Jim Morand and Patrick McCay (tax) and Geoff Hall and Paul Fruitman (securities litigation).

The independent committee of MKS was represented by William Orr and Aaron Atkinson (Securities) of Fasken Martineau DuMoulin LLP in Toronto.

PTC was represented by Aaron von Staats, General Counsel of PTC, and Catherine Gorecki, Corporate & Securities Counsel of PTC, and assisted by Osler, Hoskin & Harcourt LLP with a team that included Elizabeth Walker, Donald Gilchrist, Ivan Pankoff and Pras Kayilasanathan (business); Dov Begun (tax) and Laura Fric (securities litigation).