Sep 04 1997

Global Secondary Public Offering

DASSAULT SYSTEMES S.A. ANNOUNCES GLOBAL SECONDARY PUBLIC OFFERING



Suresnes, France, September 4, 1997 -- Dassault Systèmes S.A. (Nasdaq: DASTY) announced today that it has filed a registration statement with the U.S. Securities and Exchange Commission for a global secondary offering of 3,087,192 million shares of its common stock. The offering is expected to price and close in the second half of September. Approximately 50% of the shares are to be offered in the United States and Canada and 50% of the shares are to be offered outside these countries. Of the 3,087,192 shares being offered, 1,560,000 are to be offered by IBM and 1,527,192 are to be offered by certain of the former shareholders of SolidWorks Corporation, which was merged into the Company on July 25, 1997. IBM and certain of the former SolidWorks shareholders have also granted the underwriters an option to purchase up to an additional 234,000 and 227,786 shares, respectively, to cover over-allotments in connection with the offering. The Company will not receive any proceeds from the offering.

The Company also announced that its board of directors approved a two-for-one stock split which will take effect on October 14, 1997. As of August 29, 1997, the Company had 55,367,667 shares outstanding.

In June 1996, the Company completed an initial public offering of 8,984,313 shares, representing 17.5% of the Company’s outstanding shares at that time. The Company’s shares are currently traded on the Bourse de Paris and American Depositary Shares representing the Company’s shares are quoted on the Nasdaq Stock Market’s National Market. The closing price of the Company’s shares on the Paris Bourse on September 3, 1997 was FF 397.4 per share and the closing price of Company’s ADSs on the Nasdaq National Market was $63.75 per ADS. The shares are also quoted on SEAQ International.

Morgan Stanley Dean Witter and J.P. Morgan are acting as Joint Global Coordinators of the global offering and Société Générale is acting as Co-Global Coordinator. Morgan Stanley & Co. Incorporated and J.P. Morgan are joint lead managers of the offering in the United States and Canada, with Wessels, Arnold & Henderson, Hambrecht & Quist LLC and Société Générale acting as co-managers. Morgan Stanley & Co. International Limited, J.P. Morgan Securities Ltd. and Société Générale are joint lead managers of the international offering, with Banque Paribas acting as a co-lead manager.

A registration statement relating to these shares has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in the United States in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. A copy of the preliminary prospectus may be obtained in the United States from Morgan Stanley Dean Witter at 1585 Broadway, New York, New York, telephone (212) 761-6775, and in Europe from Morgan Stanley Dean Witter at 25 Cabot Square, Canary Wharf, London, telephone (44-171) 425-6101.