Dassault Systèmes Announces Extension of Tender Offer for All Outstanding Shares of Exa Corporation
10 Novembre 2017 - 8:30AM
Business Wire
Regulatory News:
Dassault Systèmes (Paris:DSY) (Euronext Paris: #13065, DSY.PA)
today announces that its wholly owned subsidiaries, Dassault
Systemes Simulia Corp. (“Parent”) and 3DS Acquisition 3 Corp.
(“Purchaser”), have extended the expiration date of the previously
announced cash tender offer to purchase all of the issued and
outstanding shares of common stock of Exa Corporation (NASDAQ: EXA)
(“Exa”) to 12:00 midnight (the end of the day), New York City time,
on November 16, 2017, unless further extended. The extension allows
for the expiration of the four (4)-week statutory waiting period
contemplated by Sections 11(1) or 11(1a) of the Austrian Cartel Act
(Kartellgesetz) in Austria, which is scheduled to expire no later
than midnight (the end of the day) Central European Time on
Thursday, November 16, 2017. The tender offer was previously
scheduled to expire at 5:00 P.M., New York City time, on November
9, 2017. Parent and Purchaser expect the tender offer will be
consummated promptly following the expiration date (as extended
hereby), subject to the satisfaction of the remaining closing
conditions.
The depositary and paying agent for the tender offer has advised
Purchaser that, as of 5:00 P.M., New York City time, on November 9,
2017, 10,900,791 shares of common stock of Exa were tendered
pursuant to the tender offer, representing approximately 62% of the
issued and outstanding shares of common stock of Exa on a
fully-diluted basis (as determined pursuant to the merger
agreement). In addition, the depositary has received commitments to
tender approximately 81,097 shares of common stock of Exa in
accordance with the guaranteed delivery procedures, which, when
combined with the shares tendered and not properly withdrawn from
the tender offer equal approximately 63% of the issued and
outstanding shares of common stock of Exa on a fully-diluted basis.
Stockholders who have already tendered their shares of common stock
of Exa into the tender offer do not have to re-tender their shares
or take any other action as a result of the extension of the
expiration date of the tender offer.
In addition, on October 24, 2017, the U.S. Federal Trade
Commission granted early termination of the waiting period required
by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), and, on November 9, 2017, the German
Federal Cartel Office (the “FCO”) issued a clearance decision under
the German Act against Restraints of Competition, both in
connection with Purchaser’s cash tender offer to purchase all of
the issued and outstanding shares of common stock of Exa. The
portions of the regulatory approval condition to the tender offer
relating to (i) the expiration or termination of the waiting period
under the HSR Act and (ii) approval by the FCO have thus been
satisfied (but not the portions of such condition relating to the
requisite approval in Austria).
The completion of the tender offer is further conditioned upon
the tender by Exa stockholders of at least one share more than 50%
of the outstanding and issued shares of Exa (calculated on a
fully-diluted basis (as determined pursuant to the merger
agreement)), as well as other important conditions specified in the
Schedule TO filed by Dassault Systèmes with the Securities and
Exchange Commission (the “SEC”) on October 12, 2017.
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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Dassault SystèmesInvestor RelationsCorporateF-J
BORDONADO/ B. MARTINEZ3DS.Exa-TenderOffer@3ds.comorNorth
AmericaMichele
KATZ3DS.Exa-TenderOffer@3ds.comorPresssCorporateFranceArnaud
MALHERBEarnaud.malherbe@3ds.comorNorth AmericaSuzanne
MORANsuzanne.moran@3ds.com
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