VELIZY-VILLACOUBLAY, France–(BUSINESS WIRE)–Regulatory News:
Systèmes (Paris:DSY) (Euronext Paris: #13065, DSY.PA) today
announces that it commenced a cash tender offer for all of the issued
and outstanding shares of common stock of Exa Corporation (NASDAQ: EXA)
(“Exa”) for a price of $24.25 per share yesterday. The tender offer is
being made pursuant to an Offer to Purchase, dated October 12, 2017, and
in connection with the previously announced merger agreement, dated
September 27, 2017, among certain Dassault Systèmes’ subsidiaries and
The tender offer will expire at 12:00 midnight, New York City time, on
November 9, 2017, unless otherwise extended or terminated. Any
extensions of the tender offer will be followed as promptly as
practicable by public announcement thereof, and such announcement will
be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date.
Dassault Systèmes has filed a tender offer statement on Schedule TO with
the United States Securities and Exchange Commission (the “SEC”). 3DS
Acquisition 3 Corp., a US affiliate of Dassault Systèmes, is the
purchaser in the tender offer. The Offer to Purchase contained within
the Schedule TO sets out the terms and conditions of the tender offer.
Exa has also filed a Solicitation/Recommendation Statement with the SEC,
which includes, among other things, the recommendation of Exa’s board of
directors that Exa stockholders tender their shares in the tender offer.
As promptly as practicable following the completion of the tender offer,
Dassault Systèmes will acquire all remaining Exa shares through a merger
at the tender offer price.
The tender offer and the merger are subject to customary closing
conditions, including the tender of at least one share more than 50% of
the outstanding and issued shares of Exa (calculated on a fully-diluted
basis) and required regulatory approvals.
For more information, visit www.3ds.com/investors/exa-tender-offer
This communication is for informational purposes only and is neither a
recommendation, an offer to purchase nor a solicitation of an offer to
sell securities. On October 12, 2017, Dassault Systèmes filed with the
SEC a tender offer statement on Schedule TO regarding the tender offer
described in this communication. Holders of shares of common stock of
Exa are urged to read the tender offer statement (as it may be updated
and amended from time to time) filed by Dassault Systèmes because it
contains important information that holders of shares of common stock of
Exa should consider before making any decision regarding tendering their
shares. The tender offer statement and other documents filed by Dassault
Systèmes and Exa with the SEC are available for free at the SEC’s
website at www.sec.gov.
This release is not intended for distribution to, or use by, any person
or entity in any jurisdiction or country where such distribution or use
would be contrary to local law or regulation. This release has been
prepared by Dassault Systèmes. No representation or warranty (express or
implied) of any nature is given, nor is any responsibility or liability
of any kind accepted, with respect to the truthfulness, completeness or
accuracy of any information, projection, statement or omission in this
release. This release does not constitute, nor does it form part of, any
offer or invitation to buy, sell, exchange or otherwise dispose of, or
any issuance, or any solicitation of any offer to sell or issue,
exchange or otherwise dispose of any securities. This release does not
constitute investment, legal, tax, accountancy or other advice or a
recommendation with respect to such securities, nor does it constitute
the solicitation of any vote or approval in any jurisdiction. There
shall not be any offer or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the applicable securities laws of
any such jurisdiction (or under exemption from such requirements).
The Depositary and Paying Agent for the tender offer is Computershare
Trust Company, N.A. For all questions relating to the tender offer,
please call the Information Agent, Alliance Advisors, LLC at +1 (973)
873-7780 (collect) or (888) 991-1293 (toll-free).
About Dassault Systèmes
Dassault Systèmes, the 3DEXPERIENCE Company, provides business and
people with virtual universes to imagine sustainable innovations. Its
world-leading solutions transform the way products are designed,
produced, and supported. Dassault Systèmes’ collaborative solutions
foster social innovation, expanding possibilities for the virtual world
to improve the real world. The group brings value to over 220,000
customers of all sizes, in all industries, in more than 140 countries.
For more information, visit www.3ds.com.
3DEXPERIENCE, the Compass logo and the 3DS logo, CATIA, SOLIDWORKS,
ENOVIA, DELMIA, SIMULIA, GEOVIA, EXALEAD, 3D VIA, BIOVIA, NETVIBES and
3DEXCITE are registered trademarks of Dassault Systèmes or its
subsidiaries in the US and/or other countries.
BORDONADO / B. MARTINEZ
MALHERBE, +33 (0)1 61 62 87 73
Suzanne MORAN, +1 (781) 810 3774