Dassault Systemes Americas Corp. signed a definitive agreement to acquire Medidata Solutions Inc. (NasdaqGS:MDSO) for $5.8 billion on June 11, 2019. Under the terms of the agreement, Dassault Americas will pay as consideration $92.25 per share of Medidata in cash. Each outstanding stock option (whether or not vested) will be cancelled and converted into the right to receive an amount in cash equal to the difference of the $92.25 per share consideration and the exercise price. Each outstanding Performance Stock Unit (“PSU”), Restricted Stock Award (“RSA”) or Restricted Stock Unit (“RSU”) held by a current employee of Medidata will be assumed and converted into a restricted stock unit of Dassault Systemes SE (ENXTPA:DSY), the parent company of Dassault Americas, generally subject to the same terms and conditions. The conversion ratio will be calculated by dividing the per share cash consideration with the volume weighted average sales prices per share of Dassault Systemes SE ordinary shares for the ten full consecutive trading days ending on and including the business day that is three business days immediately prior to the closing date. Each non-employee PSU, RSA and RSU will become fully vested and will be cancelled and converted into the right to receive the $92.25 per share consideration in cash. The employee stock purchase plan of Medidata will be terminated following the transaction. Dassault Systemes SE (ENXTPA:DSY), the parent company of Dassault Americas, has a €4 billion ($4.52 billion) committed financing facility from a group of banks to fund the purchase in addition to using approximately €1.3 billion ($1.47 billion) of existing cash. The committed financing comprises a term loan in the amount of €1 billion ($1.13 billion) and a €3 billion ($3.39 billion) bridge-to bond facility. Medidata may be required to pay a fee of $207 million in the event of termination of the transaction under certain circumstances. Medidata will become a new brand of Dassault Systems SE and continue to be led by its cofounders and executive team. In connection with the transaction, Dassualt Americas entered into employment agreements with each of Tarek Sherif (Chief Executive Officer), Rouven Bergmann (Chief Operations Officer) and Glen de Vries (Chief Technology Officer); and letter agreements with each of Jill Larsen, Michael Pray and certain other officers of Medidata. Completion of the acquisition is subject to approval by the majority of shareholders of Medidata, expiration or early termination of any regulatory waiting periods and receipt of required regulatory approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and under antitrust laws in certain foreign jurisdictions), clearance by the Committee on Foreign Investment in the United States and other customary closing conditions. In connection with the transaction, certain Medidata shareholders have entered into an agreement whereby they have agreed to vote their shares in favour of the agreement. The transaction was unanimously approved by the Boards of Directors of both Dassault Systemes SE and Medidata. As of July 10, 2019, Federal Trade Commission has granted early termination notice. The special meeting of the stockholders of Medidata Solutions, Inc. will be held on August 16, 2019 to approve the transaction. On August 16, 2019, the transaction was approved by the shareholders of Medidata. As of September 24, 2019, Dassault Systèmes and Medidata Solutions announced that the Committee on Foreign Investment in the United States (CFIUS) will initiate an additional 45 calendar day examination for the proposed acquisition of Medidata by Dassault Systèmes. The transaction is expected to be completed during the first quarter of 2020. As per filing on July 30, 2019, the transaction is expected to close by the end of 2019. As of October 24, 2019, Committee on Foreign Investment in the United States ("CFIUS") approved the transaction. As of August 16, 2019, completion of the transaction is expected during the third or fourth quarter of 2019. As of September 24, 2019, transaction is expected to close in the fourth quarter of 2019. As per the announcement made on October 24, 2019, the transaction is expected to close the transaction in the coming days. The transaction will be accretive at the EPS level to Dassault Systemes SE for all the years. Goldman Sachs Paris Inc. et Cie acted as financial advisor for Dassault Systemes. Morgan Stanley & Co. LLC acted as the financial advisor and provided a fairness opinion to Medidata in connection with the transaction. Armand Grumberg, Francois Barriere, Frederic Depoortere, Jose Esteves, Thorsten Goetz, Thomas Perrot, Eve-Christie Vermynck, Howard L. Ellin and Jeremy D. London from Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Dassault Systèmes SE. Warren Nimetz, Paul Jacobs, Sheldon Nussbaum, Donald Ainscow, Dan Wellington, Larry Franceski, David Gallai, Christian Filippitsch and Antoine Colonna from Norton Rose Fulbright US LLP served as legal advisors to Medidata. Auriane Bijon, Cédric Burford and Jessica Hadid of Clifford Chance served as financial advisors to Dassault Systèmes. Mathieu Arnault, Douceline Chabord, Jean-Florent Mandelbaum, Samuel Pariente and Olivier Saba of Bredin Prat acted as legal advisors for Dassault Systèmes. Anne-Valérie Attias Assouline, Béédicte Le Maux and Stéphanie Dodin of PwC Société d'Avocats acted as legal adviosr to Dassault Systemes. Dassault Systemes Americas Corp. completed the acquisition of Medidata Solutions Inc. (NasdaqGS:MDSO) on October 28, 2019. Trading of Medidata Solutions's Common Stock on NASDAQ has been suspended after closure of trading on October 28, 2019 and Medidata Solutions has become a wholly owned subsidiary of Dassault Systemes. As a result of closing of the deal, each member of the board of directors of Medidata resigned from the Board. The members of the board immediately prior to the closing were Tarek A. Sherif, Glen M. de Vries, Carlos Dominguez, Neil M. Kurtz, George W. McCulloch, Maria Rivas, Lee A. Shapiro and Robert B. Taylor. Jill Larsen will no longer serve as the Medidata’s Chief Human Resources Officer but will remain employed with Medidata and will then continue to provide advice and assistance as to transitional matters through December 31, 2019 or an earlier termination of employment