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Dassault Systèmes 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 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in accordance with the guaranteed delivery procedures, which, when combined with the shares tendered and not properly withdrawn from the tender offer equal approximately 63% of the issued and outstanding shares of common stock of Exa on a fully-diluted basis.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.

To view the original press release, please click here.

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