PTC to Acquire InPart

From: Yakov Horenstein (yakov@planet.it)
Date: Mon Sep 14 1998 - 15:15:16 EEST


 Parametric Technology to Acquire InPart, an Enterprise Software and Content
               Provider Serving the Mechanical Engineering Market

                           (Business Wire; 09/10/98)

 WALTHAM, MASS. (Sept. 10) BUSINESS WIRE -Sept. 10, 1998--Parametric
Technology Corporation (NASDAQ: PMTC), one of the world's leading providers
of software solutions for mechanical product development and enterprise
information management, announced today that it has signed a definitive
agreement to acquire privately-held InPart Design, Inc. of Saratoga, Calif.

Under the terms of the acquisition, approximately 2.4 million shares of
Parametric Technology common stock will be exchanged for all outstanding
shares and options of InPart, with the possibility of additional shares
being issued in September 1999 under certain conditions. In connection with
the acquisition, Parametric Technology will record a one-time, non-cash
charge against earnings during its first quarter of fiscal 1999 related to
the write-off of in-process research and development. The acquisition
should be completed early in October 1998 and is subject to certain
conditions to closing.

InPart provides Web-based enterprise software and three-dimensional (3D)
computer-aided design (CAD) model libraries of standard mechanical
components to improve product development cycles and reduce component
expenses for manufacturing companies. InPart offers these libraries
containing 3D geometry, accompanying technical specifications, and
component selection software to mechanical engineers via the Internet.

InPart's first product, DesignSuite, was launched in February 1998.
DesignSuite is the largest repository of 3D component data in the world,
with models and detailed technical specifications for more than 200,000
mechanical components and nearly three million associated technical details
from leading U.S. component suppliers. In addition, InPart has an advanced,
fully Web-based solution architecture that allows for the creation,
customization and delivery of selected models directly to individual users.

"DesignSuite is a valuable addition to Parametric's product line because it
enables mechanical engineers to quickly and easily search for and obtain
standard component data over the Internet," noted Steven C. Walske,
chairman and chief executive officer of Parametric Technology. "In a more
strategic context, the acquisition of InPart also provides PTC with
additional technical expertise in the area of Web-based applications
software development. The skills and focus of the InPart development team
are highly complementary to our own efforts on behalf of Windchill(TM),
PTC's Internet-architecture-based foundation for enterprise information
management applications."

Walske added, "InPart has already done extensive development work in the
areas of component classification, data searching and retrieval, and
strategic sourcing of standard and custom components. The company's content
and technology provide a natural bridge between design, procurement and the
broader supply chain. We believe this expertise can leverage, as well as
extend, our existing Windchill development resources, which in turn will
enable us to satisfy more quickly the complete, enterprise-wide product
lifecycle management requirements of our customers."

"We see a merger with PTC as an outstanding opportunity to immediately
leverage our products throughout the mechanical CAD market and we are
excited about integrating our technology into the Windchill architecture,"
said Stacey Lawson, InPart's founder and vice president of marketing. "We
believe that this transaction will provide great benefits to our customers,
manufacturing partners and employees."

Lawson added, "InPart will continue to work with its manufacturing partners
to expand its content offerings, supporting multiple formats and standards
including PTC's Pro/ENGINEER, STEP, IGES, and DXF. Accelerating the
development and delivery of content products to the market is essential in
providing value to our manufacturing end users. With the marketing,
professional services and development support of PTC, we expect the content
library to grow even faster than before."

CONTACT: Parametric Technology Corp. Parametric Technology Corp.
Investor Relations Public Relations
John W. Hudson Kristen J. Reidt (781) 398-5561

(781) 398-5628

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