Dassault Systèmes to acquire selected European RAND Worldwide subsidiaries; RAND Worldwide to solidify its financial position

Paris, France and Mississauga, Canada – October 26th, 2004 – Dassault Systèmes (Nasdaq: DASTY; Euronext Paris: #13065, DSY.PA) and Rand A Technology Corporation, operating as RAND Worldwide (TSX: RND), today announced a new step in their strategic European partnership aimed at increasing sales and improving support of Product Lifecycle Management (PLM) solutions, as well as creating synergies in serving their European customers.

Dassault Systèmes would acquire RAND Worldwide’s subsidiaries in the United Kingdom, Sweden, Germany, and Switzerland, plus the subsidiary Rand Technologies C.I.S., Inc., as well as increase its ownership share in Rand North America from 60 to 70 percent for approximately €32 million (approximately CDN$50 million).

The goal of the transaction is for Dassault Systèmes to expand and better support its European indirect channel with IBM for sales to small and medium-sized businesses (SMBs) in order to fulfill the growth potential of V5 PLM. The agreement would significantly enhance RAND Worldwide’s financial position and provide a solid foundation for profitable growth.

Subject to the closing of the proposed acquisition, RAND Worldwide would transfer the acquired subsidiaries and approximately 240 employees to Dassault Systèmes. The entities would become wholly owned subsidiaries of Dassault Systèmes. The transaction would eliminate RAND Worldwide’s current outstanding debt with Dassault Systèmes.

“This announcement is about market development,” said Etienne Droit, executive vice president, Sales and Services, Dassault Systèmes. “It is the next logical step for us after the creation of RAND North America. The SMB market holds very significant potential for PLM sales, and we are committed to strong support of our indirect channel in that market and to providing it with a growing role in years to come. ”

“This transaction provides RAND Worldwide with a much stronger financial position,” said Frank Baldesarra, president and chief executive officer of RAND Worldwide. “I am confident that this team of dedicated professionals will not only strengthen Dassault Systèmes’ and IBM’s ability to grow the PLM business, but it will also provide our customers and remaining operations with continuity and the benefits of our long-lasting relationships.”

“This transaction will significantly strengthen our balance sheet,” said Kriss Bush, chief financial officer of RAND Worldwide. “We will have the balance sheet and cash position needed to create a strong foundation as a world-leading provider of services and technology solutions in the product development arena.”

The transaction is expected to close on or before January 4, 2005, and is subject to customary conditions, including documentation and approval by RAND Worldwide’s Board of Directors and satisfactory due diligences on acquired entities.

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