Offer To Purchase For Cash All Outstanding Shares Of Common Stock of Exa Corporation at $24.25 Per Share by 3DS Acquisition 3 Corp., Dassault Systemes Simulia Corp. and Dassault Systèmes S.E. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,...Offer to Purchase • October 12th, 2017 • Dassault Systemes Sa • Services-prepackaged software • Delaware
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 27, 2017 (as it may be amended, restated or supplemented from time to time, the "Merger Agreement"), among Parent, Purchaser and Exa. Pursuant to the Merger Agreement, as soon as practicable following the consummation of the Offer and the satisfaction or, to the extent permitted by applicable law, waiver of each of the applicable conditions set forth in the Merger Agreement, pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"), Purchaser and Exa will merge (the "Merger"), with Exa as the surviving corporation in the Merger continuing as a direct wholly owned subsidiary of Parent. As a result of the Merger, each outstanding Share (other than Shares (a) held in the treasury of Exa or owned by any direct or indirect wholly owned subsidiary of Exa, (b) owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent, and (c) in respect of which apprai
