CORRECTING AND REPLACING: Dassault Systemes to Acquire MatrixOne

The corrected release reads:

DASSAULT SYSTEMES TO ACQUIRE MATRIXONE

Dassault Systemes (DS)(NASDAQ:DASTY) (BOURSE:DSY)(EURONEXT:13065), a world leader in 3D and Product LifecycleManagement (PLM) solutions, and MatrixOne, Inc. (Nasdaq: MONE), aleading provider of collaborative PLM solutions for the valuechain(TM), today jointly announced a merger agreement pursuant towhich Dassault Systemes would acquire MatrixOne for $7.25 per share incash, representing a total transaction value of approximately $408million.

The proposed acquisition, which has been approved by bothcompanies' Boards of Directors, is expected to be completed by the endof the 2006 second quarter, subject to customary closing conditions,including approvals by MatrixOne's shareholders and regulatoryauthorities.

MatrixOne is a leading global provider of collaborative PLMsoftware and services to medium-to-large organizations includingcompanies across the high tech, consumer products and medical devicesindustries among others. More than 850 companies, representinghundreds of thousands of users, work with MatrixOne's solutions,including industry leaders such as Alcatel, Celestica, GAP, GeneralElectric, IBM, Intel, Johnson & Johnson, Nokia, Philips, Procter &Gamble, Qualcomm, Sony Ericsson, STMicroelectronics and Toshiba.MatrixOne has 488 employees and 26 offices in North America, Europeand Asia Pacific. For its most recent fiscal year ended July 2, 2005,MatrixOne reported total revenues of $124.1 million. Cash and cashequivalents totaled $98.6 million at December 31, 2005.

Bernard Charles, Dassault Systemes' President and Chief ExecutiveOfficer, commented, "The acquisition of MatrixOne will extend ourreach, enabling us to bring the value of PLM to a significantlyexpanded audience across a broader range of industries. Thecombination will enable a new level of collaboration and will leveragethe best-in-class technologies, products and skills of both companies.Moreover, this strategic action will further advance our roadmap toprovide on-demand service-oriented solutions. From all perspectivesthis combination is very complementary and, will result, following theclosing, in an excellent fit that should provide significant benefitsto our combined customers, partners and employees. We are, therefore,clearly committed to further enhancing MatrixOne, ENOVIA and SMARTEAMsolutions to serve the broad range of customers' demands.

"In summary, I believe we will be well positioned to offercustomers the most advanced vision and most comprehensive offering inthe marketplace. Our combined product portfolio will address a widespectrum of product development requirements for companies across manyindustries. And from a collaboration perspective, our combinedportfolio will provide offerings for teams, for the extendedenterprise and for multi-enterprise integration."

Mark O'Connell, MatrixOne President and CEO stated, "On behalf ofall MatrixOne employees, we are excited to join Dassault Systemes andbelieve the combination will leverage the unique value both companiesbring to the market. Together we will extend our technologies,industry solutions and deep understanding of our customers to enablethem to maximize their new product innovations."

Thibault de Tersant, Dassault Systemes' Executive Vice Presidentand CFO, commented, "From a financial perspective, the acquisition isexpected to have a neutral impact on our Non-GAAP EPS in 2006 and isexpected to be accretive to our Non-GAAP EPS in 2007. We anticipate aone percentage point negative impact on our 2006 and 2007 Non-GAAPoperating margin, with no further impact anticipated after 2007. Weare confident that, working together, we can accelerate the pace ofMatrixOne's growth at both the top-line and bottom-line."

Dassault Systemes estimates that the deferred revenue write-down,as part of purchase accounting adjustments, may approximate $20million for the first twelve months following the completion of theproposed acquisition of MatrixOne.

Conference call information

Dassault Systemes will host several teleconference calls today,Thursday, March 2, 2006 for financial analysts and investors, mediaand industry analysts as outlined below. A presentation and otheradditional investor information can be accessed at http://www.3ds.com

-- Financial analysts and investors: 10:00 AM CET/9:00 AM London

-- European media (Teleconference in French): 11:00 AM CET/10:00 AM London

-- Financial analysts and investors: 2:30 PM CET/1:30 PM London/8:30 AM New York

-- Industry analysts: 3:30 PM CET/2:30 PM London/9:30 AM New York

-- U.S. media: 5:30 PM CET/4:30 PM London/11:30 AM New York

Dassault Systemes believes Non-GAAP EPS and Non-GAAP operatingmargin information, which is not in conformity with U.S. GAAP, ishelpful information in order to better understand its past and futureperformance. In addition, Dassault Systemes' management uses thisinformation in its planning. Non-GAAP EPS excludes deferred revenueadjustments, acquisition costs, share-based compensation expenses andany potential restructuring costs. This information provided byDassault Systemes may not be comparable to similarly titled measuresemployed by other companies.

Statements above that are not historical facts but expressexpectations or objectives for the future, including but not limitedto statements regarding Dassault Systemes' expectations that theproposed acquisition, if completed, (a) is expected to have a neutralimpact on Non-GAAP EPS in 2006 and is expected to be accretive toNon-GAAP EPS for 2007; (b) the expected level of Non-GAAP operatingmargin impact in 2006 and 2007; and (c) the expected level of deferredrevenue in the first twelve months following completion of theacquisition are forward-looking statements (within the meaning ofSection 21E of the 1934 Securities Exchange Act, as amended). Suchforward-looking statements are based on Dassault Systemes' currentviews and assumptions and involve known and unknown risks anduncertainties. Actual results or performances may differ materiallyfrom those in such statements due to, among other factors: (i)currency fluctuations, particularly the value of the U.S. Dollar orJapanese Yen with respect to the euro; (ii) reduced corporate spendingon information technology as a result of changing economic or businessconditions that could negatively affect market demand for the combinedcompany's products and services; (iii) difficulties or adverse changesaffecting their partners or their relationships with their partners,including Dassault Systemes' longstanding, strategic partner, IBM;(iv) new product developments and technological changes; (v) errors ordefects in their products; (vi) growth in market share by the combinedcompany's competitors; and (vii) the realization of any risks relatedto the proposed acquisition and integration of MatrixOne or any newlyacquired company and internal reorganizations. Unfavorable changes inany of the above or other factors described in the Dassault Systemes'or MatrixOne's SEC reports, including Dassault Systemes' Form 20-F forthe year ended December 31, 2004, which was filed with the SEC on June28, 2005, and MatrixOne's Form 10-K for the fiscal year ended July 2,2005, could materially affect the combined company's financialposition or results of operations.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

MatrixOne plans to file with the SEC and mail to its stockholdersa Proxy Statement in connection with the transaction. The ProxyStatement will contain important information about Dassault Systemes,MatrixOne, the transaction and related matters. Investors and securityholders are urged to read the Proxy Statement carefully when it isavailable.

Investors and security holders will be able to obtain free copiesof the Proxy Statement and other documents filed with the SEC byDassault Systemes and MatrixOne through the web site maintained by theSEC at www.sec.gov

In addition, investors and security holders will be able to obtainfree copies of the Proxy Statement from MatrixOne by contacting BrianNorris, Vice President Investor Relations, MatrixOne, Inc., 210Littleton Road, Westford, Massachusetts 01886.

MatrixOne and its directors and executive officers may be deemedto be participants in the solicitation of proxies in respect of thetransactions contemplated by the merger agreement. Informationregarding MatrixOne's directors and executive officers is contained inMatrixOne's Form 10-K for the year ended July 2, 2005 and its proxystatement dated November 21, 2005 which are filed with the SEC. As ofFebruary 16, 2006, MatrixOne's directors and executive officersbeneficially owned approximately 950,435 shares, or 1.8 %, ofMatrixOne's common stock.

About MatrixOne

MatrixOne, Inc. (NASDAQ: MONE), a leading global provider ofcollaborative product lifecycle management (PLM) software andservices, enables companies to accelerate product innovation toachieve top line revenue growth and improve bottom line profitability.With its world-class PLM solutions and its commitment to customersuccess, MatrixOne is focused on helping companies solve their mostchallenging new product development and introduction problems.MatrixOne (www.MatrixOne.com) is headquartered in Westford,Massachusetts, with locations throughout North America, Europe andAsia Pacific.

About Dassault Systemes

As world leader in 3D and Product Lifecycle Management (PLM)solutions, the Dassault Systemes group brings value to more than90,000 customers in 80 countries. A pioneer in the 3D software marketsince 1981, Dassault Systemes develops and markets PLM applicationsoftware and services that support industrial processes and provide a3D vision of the entire life cycle of products from conception tomaintenance. Our offering includes integrated PLM solutions forproduct development (CATIA(R), DELMIA(R), ENOVIA(R), SMARTEAM(R)),mainstream product 3D design tools (SolidWorks(R)), 3D components(Spatial/ACIS(R)) and SIMULIA(TM), DS' open multi-physics platform forrealistic simulation. Dassault Systemes is listed on the Nasdaq(DASTY) and Euronext Paris (#13065, DSY.PA) stock exchanges. For moreinformation, visit http://www.3ds.com