Dec 11 2013

Dassault Systèmes Announces Voluntary Public Takeover Offer to Acquire up to 100% of the Share Capital in Realtime Technology AG

VÉLIZY-VILLACOUBLAY, France — December 11, 2013 — Dassault Systèmes (Euronext Paris: #13065, DSY.PA), the 3DEXPERIENCE Company, world leader in 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions, today announced that its indirect German subsidiary 3DS Acquisition AG (the “Offeror”) has published a voluntary public offer to shareholders with permanent or habitual residence or domicile in the European Union of Realtime Technology AG (“RTT”) (Ticker Symbol: R1T), to acquire up to 100% of the share capital of RTT for a cash consideration of EUR 40.00 per share. RTT is the leading provider of professional high-end 3D visualization software, marketing solutions and computer generated imagery services.

On December 5, 2013, Dassault Systèmes announced the signing of a private acquisition agreement for an 84.44% controlling interest in RTT the closing of which is still subject to customary conditions precedent. With the voluntary public offer, Dassault Systèmes intends to indirectly acquire all remaining registered common shares in RTT that are not held by RTT itself, by the Offeror, by shareholders of RTT who have already agreed to sell their shares in private transactions to the Offeror, or by shareholders of RTT with permanent or habitual residence or domicile outside the European Union which are excluded from the voluntary public offer.
The acceptance period begins with the publication of the offer document on December 11, 2013, and will end on January 29, 2014, midnight (CET).
The voluntary public offer is subject to the fulfillment of the condition precedent that the closing of the aforementioned private acquisition agreements occurs. All terms and conditions as set out in the offer document apply.
The Offeror has retained B. Metzler seel. Sohn & Co. KGaA, Corporate Actions, Große Gallusstraße 18, 60311 Frankfurt/Main, as settlement agent to perform the technical execution and processing of the voluntary public offer. RTT shareholders can only accept the voluntary public offer vis-à-vis their respective custodian bank as set forth in further detail in the offer document.
The German language offer document and a non-binding English translation thereof as well as additional information relating to the voluntary public offer are published on the internet at www.3ds.com/rtt-tender-offer. Shareholders of RTT can also request copies of the offer document free of charge from B. Metzler seel. Sohn & Co. KGaA, Corporate Actions, at fax number +49 (0)69 2104 595.

Disclaimer
This press release is neither an offer to purchase nor a solicitation to purchase RTT shares. The final terms and further provisions regarding the voluntary public offer are disclosed in the offer document available on the following URL, www.3ds.com/rtt-tender-offer. Investors and holders of RTT shares are strongly recommended to read the offer document and all documents in connection with the voluntary public offer, since they will contain important information.
The voluntary public offer is made exclusively to shareholders of RTT with permanent or habitual residence or domicile in a member state of the European Union. Shareholders of RTT with permanent or habitual residence or domicile outside the European Union are not entitled to accept the Offer. In particular, the Offer is not made to any persons having their permanent or habitual residence or domicile in the United States of America.
The Offeror has published the offer document and makes the voluntary public offer in accordance with German law. The publication of the voluntary public offer and of the offer document, along with any communication relating to the voluntary public offer, is not for the purpose of making an offer in accordance with the laws of any jurisdiction other than the Federal Republic of Germany. Any publishing, delivering, distributing or disseminating of the offer document, a summary or other description of the terms of the offer document or other documents concerning the voluntary public offer may be subject to the provisions and restrictions under the laws and regulations of jurisdictions other than the Federal Republic of Germany. Therefore, a publication in accordance with the laws of any jurisdiction other than the Federal Republic of Germany is not intended. The Offeror does not permit third parties to directly or indirectly publish, disseminate or forward the offer document, a summary or other description of the terms of the offer document or other documents related to the voluntary public offer, outside the Federal Republic of Germany if this is not in compliance with the applicable foreign regulations, or if it is contingent on the compliance with official procedures or the granting of permission or other requirements, and such conditions are not fulfilled.