Oct 24 2019

Dassault Systèmes announces CFIUS clearance for Medidata acquisition

VÉLIZY-VILLACOUBLAY, France and NEW YORK, United States of America — October 24, 2019 – Dassault Systèmes SE ("Dassault Systèmes") (Euronext Paris: #13065, DSY. PA) and Medidata Solutions, Inc. ("Medidata") (NASDAQ: MDSO) announced that the Committee on Foreign Investment in the United States ("CFIUS") approved the proposed acquisition of Medidata by Dassault Systèmes.

Receipt of CFIUS clearance was one of the final conditions to the merger. In accordance with the terms of the merger agreement, and subject to the remaining customary closing conditions, the parties are expected to close the transaction in the coming days.

Dassault Systèmes would like to include its advisors to this successful transaction: 

Goldman Sachs Paris Inc. et Cie acted as financial M&A advisor in the acquisition of Medidata Solutions and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor.

Rothschild & Co acted as its financial advisor in the successful rating process (S&P A-), the financing of the acquisition and the inaugural senior unsecured Eurobonds placement completed early September for 3.65 billion Euros. Clifford Chance acted as financing legal advisor.

Finally, Crédit Agricole CIB, Goldman Sachs, MUFG and Société Générale CIB acted as Joint Global Coordinators of the financing.

Forward-looking information

This press release may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger.  Such forward-looking statements are not profit forecasts within the meaning of applicable EU Regulation, including Commission Delegated Regulation (EU) 2019/980 of 14 March 2019. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed merger or to make any filing or take other action required to consummate such merger in a timely matter or at all. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that: (1) conditions to the closing of the merger, including obtaining required regulatory approvals, may not be satisfied or waived on a timely basis or otherwise; (2) a governmental entity or a regulatory body may prohibit, delay or refuse to grant approval for the consummation of the merger and may require conditions, limitations or restrictions in connection with such approvals that can adversely affect the anticipated benefits of the proposed merger or cause the parties to abandon the proposed merger; (3) the merger may involve unexpected costs, liabilities or delays; (4) the business of Medidata may suffer as a result of uncertainty surrounding the merger or the potential adverse changes to business relationships resulting from the proposed merger; (5) legal proceedings may be initiated related to the merger and the outcome of any legal proceedings related to the merger may be adverse to Medidata; (6) Dassault Systèmes  or Medidata may be adversely affected by other general industry, economic, business, and/or competitive factors; (7) there may be unforeseen events, changes or other circumstances that could give rise to the termination of the merger agreement or affect the ability to recognize benefits of the merger; (8) risks that the proposed merger may disrupt current plans and operations and present potential difficulties in employee retention as a result of the merger; (9) risks related to diverting management’s attention from Medidata’s ongoing business operations; (10) there may be other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all which may affect Medidata’s and Dassault Systèmes’ business and the price of the common stock of Medidata and Dassault Systèmes; (11) the risks described from time to time in Medidata’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of Medidata’s filings with the SEC and (12) the risks described from time to time in the “Risk Factors” section of the 2018 Document de Référence (Annual Report) filed with the AMF (French Financial Markets Authority) on March 26, 2019 and also available on Dassault Systèmes’ website www.3ds.com.