Dassault Systèmes’ Tender Offer for Exa Corporation Commences
12 October 2017 - 4:00PM
Business Wire
Regulatory News:
Dassault 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 Exa.
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
Important Notices
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171011006354/en/
Dassault SystèmesInvestor RelationsCorporateF-J
BORDONADO / B. MARTINEZ3DS.Exa-TenderOffer@3ds.comorNorth
AmericaMichele KATZorDassault
SystèmesPressCorporateFranceArnaud MALHERBE, +33 (0)1 61
62 87 73arnaud.malherbe@3ds.comorNorth AmericaSuzanne MORAN, +1
(781) 810 3774suzanne.moran@3ds.com
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