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Dassault Systèmes today announces the completion of the cash tender offer by its wholly owned subsidiary, 3DS Acquisition 3 Corp., to purchase all of the issued and outstanding shares of common stock of Exa Corporation (“Exa”) at an offer price of $24.25 per share in cash, without interest, subject to any withholding of taxes required by applicable law. The tender offer expired at midnight (end of the day), New York City time, on November 16, 2017.

The depositary and paying agent for the tender offer has advised that, as of the expiration of the tender offer, 12,383,691 shares of common stock of Exa were tendered pursuant to the tender offer, representing approximately 71% 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 18,202 shares of common stock of Exa in accordance with guaranteed delivery procedures, which, when combined with the shares tendered and not properly withdrawn from the tender offer, equal approximately 71% of the issued and outstanding shares of common stock of Exa on a fully-diluted basis. The condition to the tender offer that at least one share more than 50% of the issued and outstanding shares of Exa (calculated on a fully-diluted basis (as determined pursuant to the merger agreement)) be validly tendered and not validly withdrawn and all other conditions to the tender offer have been satisfied. Accordingly, 3DS Acquisition 3 Corp. has accepted for payment and will promptly pay the depositary for all validly tendered shares.

Dassault Systèmes expects to complete the acquisition of Exa later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). All remaining shares of Exa common stock not tendered into the tender offer (other than shares of Exa common stock (a) held in the treasury of Exa or owned by any direct or indirect wholly owned subsidiary of Exa, (b) owned by 3DS Acquisition 3 Corp., Dassault Systemes Simulia Corp. or any direct or indirect wholly owned subsidiary of Dassault Systemes Simulia Corp., and (c) in respect of which appraisal rights are perfected in accordance with Section 262 of the DGCL) will be canceled in the merger and converted into the right to receive $24.25 per share in cash, without interest, subject to any withholding of taxes required by applicable law, which is the same price that was paid in the tender offer. Following completion of the merger, shares of Exa common stock will no longer be listed on the NASDAQ Global Market.

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