Joining Forces to Establish Leadership in Digital Manufacturing


SURESNES, France, and AUBURN HILLS Michigan, December 1, 1997, Dassault Systemes S.A. (Nasdaq:DASTY) worldwide leader in the process-centric market and Deneb, the recognized provider of leading digital manufacturing solutions, today announced the execution of a definitive agreement whereby Dassault Systemes will acquire all the stock of privately-held Deneb for $105 million in cash.


Deneb, and its subsidiaries, will become a wholly owned subsidiary of Dassault Systemes following the completion of the transaction and will operate as a separate entity under the brand name "Deneb", the digital manufacturing company of Dassault Systemes.

Deneb's mission is to deliver world class digital manufacturing applications to enable customers to define, simulate and control their production processes, from single device activity to extended enterprise production flow. Integrated digital manufacturing can thus be performed consistently and concurrently with digital product and digital plant definitions.

Over the near term, customers will have seamless access to digital product definition and tooling definition from digital manufacturing applications, thus avoiding costly data re-entry or transfer and increasing productivity and accuracy. Native integration will then be delivered between heterogeneous product definition and manufacturing process definition, thus mastering engineering changes and configuration management, through a single digital pipeline.

Deneb will benefit from Dassault Systemes' critical technologies and infrastructure components thus reinforcing its focus and capacity to deliver innovative and unique digital manufacturing infrastructure (DMAPS). Moreover, Deneb will continue to develop highly focused and skilled teams dedicated to R&D, sales, marketing and support of its digital manufacturing products.

Bernard Charlès, President of Dassault Systemes, stated: "Our two companies share a common vision, dedication to customers and passion for technology innovation. Our mission is to enable customers to build their digital enterprise. Customers are looking for global and simultaneous optimization of product definition, manufacturing process definition and plant definition. We believe this acquisition accelerates our ability to fulfill customers digital manufacturing needs and, more globally their end-to-end digital enterprise integration requirements."



Charles Edelstenne, Chairman and Chief Executive Officer of Dassault Systemes, commented: "1997 has been a year of notable achievements for Dassault Systemes. In addition to our strong financial performance to date, we have positioned ourselves to accelerate our market share growth in the coming years by broadening our market coverage with the earlier acquisition of SolidWorks as well as by expanding our product offerings with the announcement of the Deneb transaction."



Rakesh Mahajan, Chief Executive Officer of Deneb added : " We have built a strong base of very prestigious customers including Boeing, Lockheed, General Motors and Toyota. We believe that teaming up with Dassault Systemes increases the worldwide visibility and recognition of our solutions as the most pertinent to address digital manufacturing needs. In addition, by combining our technologies, we will be better able to satisfy the needs of customers."



Completion of the acquisition is subject to regulatory approvals and other conditions to closing. The transaction would be accounted for as a purchase transaction. In connection with the closing, Dassault Systemes is expected to take a one-time charge in the 1997 fourth quarter of $85 to $90 million, related to the write-off of in-process research and development costs and about $4 million of acquisition costs.

Thibault de Tersant, Executive Vice President, Finance and Administration of Dassault Systemes, stated, "Based upon the current timetable, we plan to complete the acquisition during the fourth quarter, with a preliminary closing by year-end 1997. We expect the acquisition will be non-dilutive to 1998 earnings."

Deneb's headquarters will remain in Auburn Hills, Michigan, and Rakesh Mahajan will continue as Chief Executive Officer of Deneb reporting to Bernard Charlès.

This release contains forward-looking statements, including, without limitation, statements about future Deneb financial performance and the effects of the proposed acquisition on Dassault Systèmes' financial performance. These statements are subject to risks and uncertainties, including risks related to: (i) competition; (ii) new developments in technology, which may adversely affect the markets for Dassault Systèmes or Deneb products; (iii) variability of future operating results of Dassault Systèmes, Deneb, or the combined companies following the proposed acquisition; (iv) failure of the proposed acquisition to close or, if closed, to achieve the desired synergies and efficiencies; and (v) risks associated with the reaction to the proposed acquisition by employees, customers, distributors and others who affect the businesses of Dassault Systèmes and/or Deneb.

CATIA is a registered trademark of Dassault Systemes SA. CADAM is a registered trademark of Dassault Systemes of America IGRIP, Ultra family , ENVISION, Deneb/ERGO, Deneb/Assembly, QUEST and Virtual NC are registered trademarks of Deneb. SolidWorks is a registered trademark of SolidWorks Corporation.

About Dassault Systèmes

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