Dassault to Acquire MatrixOne

By DE Editors

Dassault Systemes (DS; Paris, France) and MatrixOne, Inc. (Westford,MA), today jointly announced a merger agreement pursuant to whichDassault Systemes would acquire MatrixOne for $7.25 per share in cash,representing a total transaction value of approximately $408 million.

The proposed acquisition, which has been approved by both companies’Boards of Directors, is expected to be completed by the end of the 2006second quarter, subject to customary closing conditions, includingapprovals by MatrixOne’s shareholders and regulatory authorities.

MatrixOne is a global provider of collaborative PLM software andservices to medium-to-large organizations particularly among companiesacross the high tech, consumer products, and medical devicesindustries. More than 850 companies, including Alcatel, GAP, GeneralElectric, IBM, Intel, Johnson and Johnson, Nokia, Procter andGamble, Qualcomm, Sony Ericsson, and Toshiba. MatrixOne has 488employees and 26 offices in North America, Europe and Asia Pacific. Forits most recent fiscal year ended July 2, 2005, MatrixOne reportedtotal revenues of $124.1 million. Cash and cash equivalents totaled$98.6 million at December 31, 2005.

Bernard Charles, Dassault Systemes’ President and Chief ExecutiveOfficer, commented, “The acquisition of MatrixOne will extend ourreach, enabling us to bring the value of PLM to a significantlyexpanded audience across a broader range of industries. The combinationwill enable a new level of collaboration and will leverage thebest-in-class technologies, products and skills of both companies.Moreover, this strategic action will further advance our roadmap toprovide on-demand service-oriented solutions. From all perspectivesthis combination is very complementary and, will result, following theclosing, in an excellent fit that should provide significant benefitsto our combined customers, partners and employees. We are clearlycommitted to further enhancing MatrixOne, ENOVIA, and SMARTEAMsolutions to serve the broad range of customers’ demands.

Mark O’Connell, MatrixOne President and CEO stated, “On behalf of allMatrixOne employees, we are excited to join Dassault Systemes andbelieve the combination will leverage the unique value both companiesbring to the market. Together we will extend our technologies, industrysolutions and deep understanding of our customers to enable them tomaximize their new product innovations.”

Dassault Systemes estimates that the deferred revenue write-down, aspart of purchase accounting adjustments, may approximate $20 millionfor the first twelve months following the completion of the proposedacquisition of MatrixOne.

Sources: Press materials received from the company.