Dassault Systemes signs definitive agreement to acquire SolidWorks.

SURESNES, France, & CONCORD, Mass.--(BUSINESS WIRE)--June 24, 1997--

Leaders in the Two Major CAD/CAM Market Segments Join Forces

Dassault Systemes S.A. (Nasdaq:DASTY) and SolidWorks Corporation today announced the signing of a definitive agreement whereby the privately-held SolidWorks will be acquired by Dassault Systemes in a stock transaction. Dassault Systemes provides process-centric solutions for major industrial customers and suppliers through its CATIA-CADAM and VPM product lines, which are successfully marketed, distributed and supported worldwide by IBM. Through this unique strategic partnership with IBM, Dassault Systemes is a leader in the worldwide CAD/CAM/CAE/PDM-II software market. SolidWorks, a pioneer in developing mechanical design software products for Windows, is a leading provider of cost-effective, easy-to-use production solid modeling solutions for the mainstream design-centric market. Together, Dassault Systemes and SolidWorks will offer dedicated solutions for both market segments, thus meeting the needs of customers at all levels of product and process complexity.

The agreement calls for Dassault Systemes to issue 4.85 million shares of common stock in exchange for 100% of the outstanding capital stock of SolidWorks and all the shares issuable upon future exercise of outstanding options and warrants of SolidWorks. Based on yesterday's closing price of the Dassault Systemes common stock, the transaction is valued at approximately $310 million. Subject to regulatory and shareholder approvals as well as other customary conditions to closing, the acquisition is expected to be completed in the 1997 third quarter. It is expected that the acquisition will be accounted for as a pooling of interests.

SolidWorks, founded in 1993, develops and markets 3D mechanical design solutions for the Windows platform. The company created the first Windows-native mechanical design system, bringing the power of production solid modeling to the engineer's desktop. SolidWorks has offices worldwide and distributes its products in 43 countries through a network of over 150 authorized value-added resellers and systems integrators. After only six quarters of product shipment, SolidWorks has over 6,000 installed seats serving over 3,000 customers. Based on the company's expected results for the quarter ending June 30, 1997, SolidWorks' annualized revenues would be approximately $25 million.

Upon completion of the transaction, SolidWorks will operate as a separate subsidiary of Dassault Systemes, maintaining its own identity, products, distribution channel and partner programs. Its operations will be led by the current SolidWorks management team, headed by Mr. Jon Hirschtick, who will report to Mr. Bernard Charles. The company will continue to be based in Concord, Massachusetts.

Mr. Bernard Charles, President of Dassault Systemes, commented, "With the SolidWorks acquisition, Dassault Systemes clearly demonstrates its innovative and open approach to reach new markets and provide value to our customers in every single segment of the manufacturing industry. Our vision and strategy is to make 3D design affordable to all existing 2D CAD users and future PC users. SolidWorks' desktop solution, motivated employee team and focused distribution channel will give Dassault Systemes a leadership position in the mainstream design-centric segment. This is a market with significant growth potential, based on the increasing demand of mainstream engineers for production-level solid modeling capabilities combining ease-of-use and affordability." He added, "Dassault Systemes will pursue, in continued partnership with IBM, its ongoing strategic initiative to deliver scalable process- centric solutions on UNIX, Windows NT and Network Computing environments. Together, Dassault Systemes and SolidWorks will be better able to provide customers with a complete set of mainstream design-centric and process-centric solutions."

Mr. Thibault de Tersant, Dassault Systemes' Executive Vice President, Finance and Administration, added, "We expect the transaction to be less than 5% dilutive to earnings in the second half of 1997, and to be non-dilutive in 1998. We further expect that it will be a significant contributor to earnings growth thereafter."

Mr. Jon Hirschtick, SolidWorks' Founder and Chief Executive Officer, stated, "The members of the SolidWorks team are excited about continuing our successful growth in combination with Dassault Systemes. Our companies share a common vision of the direction of the industry, which is moving toward segmentation into two distinct markets: process-centric and mainstream design- centric. This strategic combination will result in a company with strong leadership positions in both markets. The credibility and endorsement of Dassault Systemes will benefit our customers by accelerating the worldwide deployment of SolidWorks97 in the mainstream design-centric market."

Mr. Charles Edelstenne, Dassault Systemes' Chairman and Chief Executive Officer, summarizing the combination, stated, "With SolidWorks, CATIA-CADAM Solutions and VPM product lines, Dassault Systemes is building a comprehensive product and technology portfolio that will expand its reach to satisfy new customers. Thereby, Dassault Systemes continues to demonstrate its long-term commitment to growth and enhancement of shareholder value."

This release contains forward-looking statements, including, without limitation, statements about future SolidWorks financial performance and the effects of the proposed acquisition on Dassault Systemes 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 Systemes or SolidWorks products; (iii) variability of future operating results of Dassault Systemes, SolidWorks, 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 of employees, customers, distributors and others who affect the businesses of Dassault Systemes and/or SolidWorks.

Dassault Systemes S.A. is a leading developer of CAD/CAM/CAE/PDM-II software for integrated product and process development and teamwork optimization. It includes an evolutionary architecture which enables customer growth and leading-edge applications for task optimization. CATIA(TM), CADAM(TM) and VPM are developed by Dassault Systemes. CATIA-CADAM solutions are marketed and supported worldwide by IBM. These solutions are leaders in the CAD/CAM/CAE/PDM-II marketplace with more than 9,000 customers and approximately 100,000 seats. Many of the world's largest manufacturers, as well as smaller companies with as few as one or two seats, are gaining a competitive advantage and achieving design excellence with these systems.

CONTACT: Thibault de Tersant Elliot Katzman

Executive Vice President Chief Financial Officer

Finance and Administration SolidWorks Corporation

Dassault Systemes 508.371.2910

33.1.40.99.40.04

Didier Gaillot Sabine Gossart

Controller SolidWorks Corporation

Dassault Systemes 508.371.5111

33.1.40.99.44.20 [e-mail]

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