Dassault
Systèmes (Euronext Paris: #13065, DSY.PA) and Medidata Solutions,
Inc. (NASDAQ: MDSO), leader of the digital transformation of the Life
Sciences industry for clinical development, commercial, and real-world
data intelligence, today announced the signing of a definitive agreement
for Dassault Systèmes to acquire Medidata in an all-cash transaction at
a price of $ 92.25 per share of Medidata, representing an enterprise
value of $5.8 billion. The transaction was unanimously approved by the
Boards of Directors of both companies. Medidata’s fiscal year ended
December 31, 2018, and its revenue was $636 million.
With the acquisition of U.S.-based Medidata and its clinical and
commercial solutions, Dassault Systèmes will reinforce its position as a
science-based company by providing the Life Sciences industry with an
integrated business experience platform for an end-to-end approach to
research and discovery, development, clinical testing, manufacturing and
commercialization of new therapies and health technologies.
“Today marks a significant milestone for the Life Sciences industry and
the value of the virtual world to address the complexity of developing
personalized medicine and patient-centric experiences. Multidiscipline
scientific innovation and industrial performance call for a platform
approach connecting the dots between people, ideas and data,” said
Bernard Charlès, Vice Chairman and CEO, Dassault Systèmes. “Medidata’s
leading position in clinical trials complements our life sciences
solutions on the 3DEXPERIENCE collaborative platform. Medidata’s recent
expansion into real world evidence and analytics coupled with the power
of modeling and simulation demonstrates how the virtual world will
catalyze the next generation of patient-inclusive therapeutics. We are
now well positioned to be the enabler of the Life Sciences industry
transformation, illustrating our company’s purpose of harmonizing
product, nature and life.”
Medidata’s clinical expertise and cloud-based solutions power the
development and commercialization of smarter therapies for 1,300
customers worldwide, including pharmaceutical companies and biotechs,
contract research organizations (CROs), and medical centers and sites.
Its solutions enable efficiency and improve quality throughout clinical
development programs by enhancing decision-making, accelerating
processes execution and oversight, minimizing operational risk, reducing
costs and adapting trial strategies. Thirteen of the top 15 drugs sold
in 2018 were powered by Medidata’s technology. Eighteen of the top 25
pharmaceutical companies and nine of the top 10 CROs are all Medidata
customers. Founded in 1999, Medidata is headquartered in New York City,
with 16 offices across seven countries, notably in the U.S., Japan,
Korea, and the U.K., and counts 2,800 employees and contractors.
“Our mission to get the right treatment, to the right patient, at the
right time has fueled our 20-year journey of innovation and commitment
to the life sciences industry,” said Tarek Sherif, Co-founder, Chairman
and CEO, Medidata. “We share common vision, values and passion with
Dassault Systèmes, and our combined talents will empower the life
sciences industry with an end-to-end business platform.”
“Facilitating new therapeutic innovations to become the next standards
of care has been our commitment since day one,” said Glen de Vries,
Co-founder and President, Medidata. “Ultimately, we will unlock enormous
opportunities for our customers and patients, advancing life sciences in
the age of precision medicine.”
Since unveiling its purpose of harmonizing product, nature and life in
2012, Dassault Systèmes has been steadily applying its knowledge and
know-how for transforming the product sphere, to collaborative,
multidisciplinary innovation in the biosphere. Dassault Systèmes
collaborates with the world’s top 20 biopharma companies, hundreds of
biotechnology companies, medical device manufacturers, research
institutes, and governmental regulatory agencies to develop and bring to
market innovative health products and technologies, using the power of
virtual universes to transform the patient experience.
Completion of the acquisition is expected during the last quarter of
2019 and is subject to certain regulatory approvals, approval by the
majority of Medidata’s shareholders and other customary closing
conditions.
Today’s Conference Call Information
Today, June 12, 2019, Dassault Systèmes and Medidata will host a joint
conference call at 9 a.m. New York time/ 2 p.m. London time/ 3 p.m.
Paris time. The conference call will be available via the Internet by
accessing http://www.3ds.com/investors/.
Please go to the website at least 15 minutes prior to the conference
call to register, download and install any necessary audio software. The
conference call will be archived for one year.
Social media:
Share this on Twitter: .@Dassault3DS acquires @Medidata to provide
end-to-end approach to drug discovery, development, clinical testing,
manufacturing, commercialization #3DEXPERIENCE #personalizedhealth
#clinicaltrials
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For more information:
Dassault Systèmes’ industry solution experiences and showcase for the
Life Sciences industry: https://ifwe.3ds.com/life-sciences
Dassault Systèmes’ 3DEXPERIENCE platform, 3D design software, 3D Digital
Mock Up and Product Lifecycle Management (PLM) solutions: http://www.3ds.com
###
About Dassault Systèmes
Dassault Systèmes, the 3DEXPERIENCE Company, provides business
and people with virtual universes to imagine sustainable innovations.
Its world-leading solutions transform the way products are designed,
produced, and supported. Dassault Systèmes’ collaborative solutions
foster social innovation, expanding possibilities for the virtual world
to improve the real world. The group brings value to over 250,000
customers of all sizes, in all industries, in more than 140 countries.
For more information, visit www.3ds.com.
3DEXPERIENCE, the Compass logo and the 3DS logo, CATIA,
SOLIDWORKS, ENOVIA, DELMIA, SIMULIA, GEOVIA, EXALEAD, 3D VIA, BIOVIA,
NETVIBES and 3DEXCITE are registered trademarks of Dassault Systèmes or
its subsidiaries in the US and/or other countries.
About Medidata
Medidata is leading the digital transformation of life science, with the
world’s most used platform for clinical development, commercial, and
real-world data. Powered by artificial intelligence and delivered by
top-ranked industry experts, Medidata helps pharmaceutical, biotech,
medical device companies, and academic researchers accelerate value,
minimize risk and optimize outcomes. Medidata and its companies, Acorn
AI and SHYFT, serve 1,300 customers and partners worldwide and empower
more than 150,000 certified users every day to create hope for millions
of patients. Discover the future of life science: www.medidata.com
Important Additional Information and Where to Find It
In connection with the proposed merger, Medidata Solutions, Inc. (the
“Company”) intends to file relevant materials with the Securities and
Exchange Commission (the “SEC”), including a preliminary proxy statement
on Schedule 14A. Following the filing of the definitive proxy statement
with the SEC, the Company will mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special meeting
relating to the proposed merger. STOCKHOLDERS ARE URGED TO CAREFULLY
READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The
proxy statement and other relevant materials (when available), and any
and all documents filed by the Company with the SEC, may be obtained
free of charge at the SEC’s website (www.sec.gov)
or at the Company’s website (https://investors.medidata.com)
or by writing to the Corporate Secretary at 350 Hudson Street, 9th
Floor, New York, New York 10014.
Participants in the Merger Solicitation
This press release does not constitute a solicitation of proxy, an offer
to purchase or a solicitation of an offer to sell any securities, nor
shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended. The Company, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of the Company in connection with the
proposed merger. Information about the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of the
Company’s stockholders in connection with the proposed merger, and any
interest they have in the proposed merger, will be set forth in the
definitive proxy statement when it is filed with the SEC. Additional
information regarding these individuals is set forth in the Company’s
proxy statement for its 2019 annual meeting of stockholders, which was
filed with the SEC on April 18, 2019, and its Annual Report on Form 10-K
for the fiscal year ended December 31, 2018, which was filed with the
SEC on March 1, 2019. These documents may be obtained for free at the
SEC’s website at www.sec.gov,
and via the Company’s Investor Relations section of its website at www.medidata.com.
Cautionary Statement
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. 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) the Company may be unable
to obtain stockholder approval as required for the merger; (2)
conditions to the closing of the merger, including obtaining required
regulatory approvals, may not be satisfied or waived on a timely basis
or otherwise; (3) 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; (4) the merger may involve unexpected costs,
liabilities or delays; (5) the business of the Company may suffer as a
result of uncertainty surrounding the merger or the potential adverse
changes to business relationships resulting from the proposed merger;
(6) legal proceedings may be initiated related to the merger and the
outcome of any legal proceedings related to the merger may be adverse to
the Company; (7) the Company may be adversely affected by other general
industry, economic, business, and/or competitive factors; (8) 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; (9) risks that the proposed merger may
disrupt current plans and operations and present potential difficulties
in employee retention as a result of the merger; (10) risks related to
diverting management’s attention from the Company’s ongoing business
operations; (11) 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 the Company’s business
and the price of the common stock of the Company; and (12) the risks
described from time to time in the Company’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 the Company’s
filings with the SEC. Such risks include, without limitation: possible
fluctuations in our financial and operating results; our customer
concentration; our ability to retain and expand our customer base or
increase new business from those customers; our ability to continue to
release, and gain customer acceptance of, new and improved versions of
our products; the impacts of security breaches and data loss and our
vulnerability to technology infrastructure failures; and integration
activities, performance and financial impact of acquired companies.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a
material adverse effect on the Company’s financial condition, results of
operations, credit rating or liquidity. These risks, as well as other
risks associated with the proposed merger, will be more fully discussed
in the proxy statement that will be filed with the SEC in connection
with the proposed merger. There can be no assurance that the merger will
be completed, or if it is completed, that it will close within the
anticipated time period or that the expected benefits of the merger will
be realized. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which
such statements were made. Except as required by applicable law, the
Company undertakes no obligation to update forward-looking statements to
reflect events or circumstances arising after such date.
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