Dassault Systemes To Acquire Spatial's ACIS® Business

New company of the Dassault Systemes Group, Spatial, to be the world-leading provider

of 3D software components

Suresnes (France), July 5, 2000 – Dassault Systemes S.A. (NASDAQ: DASTY) today announced the signing of an agreement whereby Dassault Systemes plans to acquire the 3D software components business of Spatial for $21.5 million in cash. The 3D software component business of Spatial will become part of a new wholly owned subsidiary of Dassault Systemes, which will retain the Spatial name. Michael Payne, current Chief Technical Officer of Dassault Systemes, will become the CEO of this new subsidiary, and Dick Sowar, Chairman and CTO of Spatial, will continue in his leadership role in the new company.

Spatial will represent the foundation of Dassault Systemes’ new Technology Company. It will leverage both the current expertise of Spatial in 3D components for solid modeling with its flagship ACIS® 3D geometrical modeler, visualization, and interoperability with its 3D data translation and healing tools and services, and the technological excellence of the Dassault Systemes group in 3D technologies.

As part of Dassault Systemes, Spatial becomes unique on the market by offering best-of-breed 3D components addressing the exponential requirements of 3D in Internet-based e-commerce and Business-to- Business (B2B) applications. Bringing these technologies as components to the market will accelerate the overall creation of value added services and will contribute to Industry standardization, which are significant values to the end-users. Spatial will serve major software companies, such as Autodesk (NASDAQ: ADSK), and major industries seeking to develop new Internet applications and services.

The portions of the current Spatial company that are not in the 3D software components business will assume the company name PlanetCAD, Inc. PlanetCAD, Inc. will continue to execute its Internet strategy, focused on its PlanetCAD™.com Web portal targeted at manufacturing and design engineers. Dassault Systemes will be a strategic provider of 3D software components for PlanetCAD, which will provide Web services and technologies to the extended Dassault Systemes enterprise.

“We share with Dassault Systemes a common passion for technology innovation, engineering excellence and a dedication to supporting customers. But more importantly, we were looking for a partner that was as committed as we are to the continuing success of our customers and to our highly skilled employees,” said Bruce Morgan, Spatial President and CEO. “We believe Dassault Systemes is clearly the right candidate to take over our component activity and grow the business with their 3D technologies, which are recognized worldwide for sophistication and market leadership, and their outstanding track record in building relationships with customers, partners and employees.”

"As a pioneer in the reuse of high power software components, Autodesk is delighted by the strategic move that Dassault Systemes is making. We believe Dassault Systemes will add very strong management and technical excellence to ACIS and the 3D component business. Autodesk's priority is to protect and advance the investment our customers have made in the solutions that we provide them," said Carol Bartz, CEO of Autodesk. "We look forward to working together with Dassault Systemes in making its 3D components the most competitive offerings for the benefit of our users."

"Clearly Spatial has been a leader in 3D modeling, Internet and visualization technologies. The strategic relationship we have had with Spatial has been critical to our vision of delivering best-in-class Collaborative Engineering solutions. Dassault Systemes' decision to acquire Spatial software components makes sense and we look forward to a continued, broadening relationship with Dassault Systemes,” said Doug Johnson, Vice President and General Manager of CoCreate's Shared Engineering Division.

J. Paul Grayson, President and CEO of Alibre, said, “Our vision is to enable a global design community by leveraging the Internet. Our extremely compelling Web-based technology for mechanical design, when combined with Dassault Systemes' world-class 3D technology components, will help create unprecedented value and opportunity for both companies’ customers. Dassault Systemes becomes Alibre’s strategic partner to provide 3D solutions on the Internet.”

“Our focus is to provide best-of-breed 3D software components to anyone who needs them, to grow existing Spatial relationships, and to create an industry standard to simplify 3D data exchange in the industry. With this economy of scale, new companies will accelerate their development of services over the Web. As a technology company, Spatial’s priority is to listen to customers’ requests, create innovative technologies and provide our development partners with the largest range of 3D components middleware and subsystems to address their needs and make them successful,” said Bernard Charles, President of Dassault Systemes. He added, “This announcement is a key to realizing Dassault Systemes’ strategy ‘3D everywhere, anytime and for everyone’.”