Form DEFM14A Medidata Solutions, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.  )

Check the appropriate box:

Medidata Solutions, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

July 19, 2019

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Medidata Solutions, Inc., a Delaware corporation (“Medidata,” the “Company,” “we,” “our” or “us”), which we will hold at the offices of Norton Rose Fulbright US LLP, located at 1301 Avenue of the Americas, New York, NY 10019, at 10:00 a.m. local time on August 16, 2019 (such meeting, the “special meeting”).

At the special meeting, holders of our common stock, par value $0.01 per share (“common stock”), will be asked to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), dated as of June 11, 2019, by and among the Company, Dassault Systèmes S.E., a societas Europea organized under the laws of France (“Guarantor” or “Dassault Systèmes”), Dassault Systèmes Americas Corp., a Delaware corporation and a wholly-owned subsidiary of Guarantor (“Parent”), and 3DS Acquisition 6 Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “merger”) with the Company surviving the merger as a wholly-owned subsidiary of Parent, (2) a proposal to approve, on an advisory (non-binding) basis, specified merger-related compensation that may be paid or become payable to the Company’s principal executive officers, principal financial officer and three most highly compensated executive officers other than the principal executive officers and principal financial officer (collectively, the “named executive officers”) in connection with the merger (the “merger-related compensation proposal”) and (3) a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement (the “adjournment proposal”). If the merger agreement is adopted and the merger is completed, at the effective time of the merger (the “effective time”), the Company will become a wholly-owned subsidiary of Parent and each share of common stock issued and outstanding immediately prior to the effective time (other than shares for which the holders thereof have properly demanded appraisal under Delaware law and shares owned by the Company, Parent or Merger Sub or any of their wholly-owned subsidiaries) will be canceled and converted into the right to receive $92.25 in cash, without interest, and subject to any applicable withholding taxes.

The Medidata board of directors has unanimously determined and declared that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger and the merger consideration, are fair to, and in the best interests of, the Company and Medidata’s stockholders and approved and declared advisable the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions contained in the merger agreement. The Medidata board of directors unanimously recommends that the stockholders of the Company vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the merger-related compensation proposal and (3) “FOR” the adjournment proposal.

The enclosed proxy statement describes the merger agreement and the transactions contemplated thereby, including the merger, and the compensation that may be paid or become payable to named executive officers of the Company in connection with the merger and provides specific information concerning the special meeting and the parties involved. A copy of the merger agreement is attached as Annex A to the proxy statement. We urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement, as it sets forth the details of the merger agreement and other important information related to the transactions contemplated by the merger agreement, including the merger. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission (the “SEC”).

Your vote is very important. The merger cannot be completed unless holders of a majority of the issued and outstanding shares of common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. A failure to vote your shares of common stock on the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

While stockholders may exercise their right to vote their shares in person, we recognize that many stockholders may not be able to attend the special meeting. Accordingly, we have enclosed a proxy that will enable your shares of common stock to be voted on the matters to be considered at the special meeting even if you are unable to attend. If you desire your shares of common stock to be voted in accordance with the recommendation of the Medidata board of directors on all proposals, you only need to sign, date and return the proxy in the enclosed postage-paid envelope. Otherwise, please mark the proxy to indicate your voting instructions; sign and date the proxy; and return it in the enclosed postage-paid envelope. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person. Submitting a proxy will not prevent you from voting your shares of common stock in person if you subsequently choose to attend the special meeting.

If you hold your shares of common stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares of common stock. Without those instructions, your shares of common stock will not be voted, which will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If you fail to vote or submit your proxy, the effect will be that your shares of common stock may not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D. F. King & Co., Inc., at (800) 581-4001.

Thank you for your continued support.

	Sincerely,
	Tarek A. Sherif
	Chairman and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated July 19, 2019 and is first being mailed to stockholders on or about July 19, 2019.

MEDIDATA SOLUTIONS, INC.
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
   
TO BE HELD ON
   
AUGUST 16, 2019

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Medidata Solutions, Inc., a Delaware corporation (“Medidata,” the “Company,” “we,” “our” or “us”), will be held at the offices of Norton Rose Fulbright US LLP, located at 1301 Avenue of the Americas, New York, NY 10019, at 10:00 a.m. local time on August 16, 2019 (such meeting, the “special meeting”), to consider and vote upon the following proposals:

Stockholders will also act upon other business as may properly come before the special meeting or any adjournment or postponement thereof by or at the direction of the Medidata board of directors.

The holders of record of our common stock, par value $0.01 per share (“common stock”), at the close of business on July 19, 2019 (the “record date”) are entitled to notice of and to vote at the special meeting or at any adjournment or postponement thereof. Attendance at the special meeting will be limited to Medidata’s stockholders as of the close of business on the record date or their authorized representatives, as more fully described under the section entitled “The Special Meeting — Date, Time and Place of the Special Meeting.” You must have an admission ticket, as well as a form of government-issued photo identification, in order to be admitted to the special meeting. If you are a Medidata stockholder of record and received a printed copy of Medidata’s proxy materials, you must bring the admission ticket portion of your proxy card to be admitted to the special meeting. If you are a beneficial owner and your shares are held in the name of a broker, bank or other nominee, you must request an admission ticket in advance by mailing a request, along with proof of your ownership of common stock as of the close of business on the record date to Medidata Solutions, Inc., 350 Hudson Street, 9^th Floor, New York, NY 10014, Attention: Corporate Secretary. Proof of ownership would be a bank or brokerage account statement in your name showing the number of shares of common stock held by you on the record date or a letter from your broker, bank or other nominee certifying the amount of your beneficial ownership interest as of the close of business on the record date.

The Medidata board of directors has unanimously determined and declared that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger and the merger consideration, are fair to, and in the best interests of, the Company and Medidata’s stockholders and approved and declared advisable the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions contained in the merger agreement.

The Medidata board of directors unanimously recommends that the stockholders of the Company vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the merger-related compensation proposal and (3) “FOR” the adjournment proposal.

Your vote is important, regardless of the number of shares of common stock you own. The adoption of the merger agreement by the affirmative vote of holders of a majority of the issued and outstanding shares of common stock entitled to vote at the special meeting is a condition to the consummation of the merger. The merger-related compensation proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon provided a quorum is present. The adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon whether or not a quorum is present. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy in the enclosed postage-paid envelope or that you submit your proxy by either telephone or on the Internet by following the instructions on the proxy card, thereby ensuring that your shares of common stock will be represented at the special meeting if you are unable to attend.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted (1) “FOR” the adoption of the merger agreement, (2) “FOR” the merger-related compensation proposal and (3) “FOR” the adjournment proposal.

If you hold your shares of common stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares of common stock. Without those instructions, your shares of common stock will not be voted.

If you fail to vote or submit your proxy, the effect will be that your shares of common stock may not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the adoption of the merger agreement, but will not affect the merger-related compensation proposal (assuming a quorum is present) or the adjournment proposal.

Under Delaware law, stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of the Company as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for such an appraisal before the vote on the proposal to adopt the merger agreement and comply with the other Delaware law procedures explained in the accompanying proxy statement.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person.

	By order of the Board of Directors,
	Michael Otner
	Executive Vice President, General Counsel and Secretary

New York, New York
July 19, 2019

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information contained in this proxy statement, including with respect to the merger agreement and the merger. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information.”

Parties Involved in the Merger (page 21)

Medidata Solutions, Inc.

Medidata Solutions, Inc., referred to as “Medidata,” the “Company,” “we,” “our” or “us,” is a Delaware corporation. Medidata is a global life sciences technology provider, dedicated to improving the way clinical research is designed, conducted, analyzed, and commercialized. Our cloud-based platform of solutions, data analytics, and AI enables efficiency and improves quality throughout clinical development programs by accelerating processes, enhancing decision-making, minimizing operational risk, reducing costs, and transforming trial strategies.

Additional information about Medidata is contained in our public filings, which are incorporated by reference herein. See the sections entitled “Parties Involved in the Merger” and “Where You Can Find Additional Information.”

Dassault Systèmes S.E.

Dassault Systèmes S.E., referred to as “Dassault Systèmes” or “Guarantor,” is a societas Europea organized under the laws of France. Dassault Systèmes provides end-to-end software solutions and services, designed to support companies’ innovation processes, from specification and design of a new product, to its sale to the customer, through all stages of digital mock-up, simulation, and realistic 3D virtual experiences representing the end-user experience. Dassault Systèmes’ global customer base includes companies in 11 industries: Transportation & Mobility; Industrial Equipment; Aerospace & Defense; Business Services; High-Tech; Life Sciences; Energy & Materials; Home & Lifestyle; Construction, Cities & Territories; Consumer Packaged Goods & Retail; and Marine & Offshore. To serve its customers, Dassault Systèmes has developed a broad software applications portfolio, comprised of 3D modeling applications, simulation applications, social and collaborative applications, and information intelligence applications, powered by its 3DEXPERIENCE platform.

Additional information about Dassault Systèmes and its subsidiaries is included on its website: www.3DS.com. The information provided or accessible through Dassault Systèmes’ website is not part of, or incorporated by reference in, this proxy statement. See the section entitled “Parties Involved in the Merger.”

Dassault Systèmes Americas Corp.

Dassault Systèmes Americas Corp., referred to as “Parent,” is a Delaware corporation and an indirect wholly-owned subsidiary of Dassault Systèmes, formed in 1998. Parent is the primary operating company for Dassault Systèmes in the United States and provides software, services, and other support to a wide variety of U.S. companies. Parent also manages financial, operational, administrative and legal shared services for Dassault Systèmes companies throughout the Americas. Upon completion of the merger (as hereinafter defined), Medidata will become a wholly-owned subsidiary of Parent. See the section entitled “Parties Involved in the Merger.”

3DS Acquisition 6 Corp.

3DS Acquisition 6 Corp., referred to as “Merger Sub,” is a Delaware corporation and a direct wholly-owned subsidiary of Parent that was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will be merged with an into Medidata and Merger Sub will cease to exist. See the section entitled “The Parties Involved in the Merger.”

The Merger (page 26)

You will be asked to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, Guarantor, Parent and Merger Sub, which, as it may be

amended from time to time, is referred to in this proxy statement as the “merger agreement.” The merger agreement provides, among other things, that at the effective time of the merger (the “effective time”), Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger (the “surviving corporation”) as a wholly-owned subsidiary of Parent, and each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the “common stock,” the “Company common stock” or the “Medidata common stock”), other than shares of common stock for which the holders thereof have properly demanded appraisal under Delaware law (such shares, “dissenting shares”) and shares of common stock owned by the Company, Parent or Merger Sub or any of their wholly-owned subsidiaries (such shares, “cancelled shares”), will be canceled and converted into the right to receive $92.25 in cash, without interest, and subject to any applicable withholding tax upon the terms and subject to the conditions set forth in the merger agreement.

The Company will thereby become a wholly-owned subsidiary of Parent, the common stock will no longer be publicly traded and the Company’s existing stockholders will cease to have any ownership interest in the Company.

The Special Meeting (page 22)

The special meeting will be held at the offices of Norton Rose Fulbright US LLP, located at 1301 Avenue of the Americas, New York, NY 10019, at 10:00 a.m. local time on August 16, 2019 (the “special meeting”).

Record Date and Quorum (page 23)

The holders of record of the common stock as of the close of business on July 19, 2019 (the “record date”) are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, 62,449,313 shares of common stock were issued and outstanding.

The presence at the special meeting, in person or by proxy, of the holders of record of a majority of the common stock issued and outstanding at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting.

Required Vote (page 23)

Each share of common stock issued and outstanding at the close of business on the record date is entitled to one vote at the special meeting.

For the Company to complete the merger, stockholders holding a majority of the shares of common stock issued and outstanding at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of common stock or an abstention from voting for the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Approval of the merger-related compensation proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon provided a quorum is present. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon whether or not a quorum is present.

If you abstain from voting on either the merger-related compensation proposal or the adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal. A “broker non-vote” or a failure to vote your shares of common stock will have no effect on these proposals.

As of the close of business on the record date, directors and executive officers of the Company were entitled to vote 2,347,878 shares of common stock, or approximately 3.8% of the shares of common stock issued and outstanding as of the close of business on that date. We currently expect that the Company’s directors and executive officers will vote their shares, representing approximately 3.8% of the issued and outstanding shares of Medidata common stock as of the close of business on the record date, in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting; although, except as described in the following sentence, they have no obligation to do so. Mr. Tarek Sherif, our Chairman and Chief Executive Officer, and Mr. Glen de Vries, our President and a director of the Company, each have signed a voting agreement pursuant to which, among other things, in the aggregate, they have agreed to vote 1,644,184 shares of

Medidata common stock, or approximately 2.6% of the issued and outstanding shares of Medidata common stock as of the close of business on the record date, in favor of the proposal to adopt the merger agreement. See the section entitled “The Merger Agreement – Voting Agreements.”

Conditions to the Closing of the Merger (page 81)

The obligations of Parent, Merger Sub and Medidata, as applicable, to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

In addition, the obligation of Medidata to consummate the merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

When the Merger Becomes Effective (page 66)

The completion of the merger is subject to the adoption of the merger agreement by the Company’s stockholders and the satisfaction of the other closing conditions.

Reasons for the Merger; Recommendation of the Medidata Board of Directors (page 38)

The Medidata board of directors unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adopt the merger agreement. For a description of the reasons considered by the Medidata board of directors in deciding to recommend adoption of the merger agreement, see the section entitled “The Merger (Proposal 1)  —  Reasons for the Merger; Recommendation of the Medidata Board of Directors.”

Opinion of Morgan Stanley & Co. LLC (page 42)

Morgan Stanley & Co. LLC (“Morgan Stanley”) was retained by the Medidata board of directors to act as its financial advisor in connection with the merger. On June 11, 2019, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in a written opinion dated June 11, 2019, to the Medidata board of directors to the effect that, as of the date of the opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share merger consideration to be received by the holders of shares of Medidata common stock, other than cancelled shares or dissenting shares (collectively, the “excluded shares”), pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Medidata common stock.

The full text of Morgan Stanley’s written opinion to the Medidata board of directors, dated June 11, 2019, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B, and is incorporated by reference herein in its entirety. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion, this section and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was prepared for the benefit of the Medidata board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the per share merger consideration to be received by the holders of shares of Medidata common stock (other than the holders of excluded shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Medidata’s stockholders should vote at any stockholders’ meeting to be held in connection with the merger or take any other action with respect to the merger.

For a description of the opinion that the Medidata board of directors received from Morgan Stanley, see the section entitled “The Merger (Proposal 1) — Opinion of Morgan Stanley & Co. LLC” beginning on page 42 of this proxy statement.

Treatment of Company Equity Awards (page 66)

As a result of the merger, the treatment of Medidata’s stock options (“Options”), performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) that are outstanding immediately prior to the closing of the merger will be as follows:

Options

To the extent not exercised prior to the closing of the merger, each outstanding Option (whether or not vested) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the total number of shares of common stock then covered by such Option multiplied by (2) the excess, if any, of $92.25 per share over the exercise price per share under such Option, to be paid within two business days following the closing of the merger.

Each outstanding Option with an exercise price per share equal to or greater than $92.25 per share will be cancelled without consideration upon the closing of the merger.

Performance Stock Units

Each outstanding PSU held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee PSU”) will generally be assumed and converted into a restricted stock unit (each such award, an “adjusted employee PSU”) with respect to the ordinary shares of Guarantor, par value EUR 0.5 per share (the “ordinary shares”). The adjusted employee PSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee PSUs immediately prior to the closing of the merger (except that the performance-based vesting conditions applicable to such employee PSUs prior to the effective time will not apply from and after the effective time), and will relate to a number of Guarantor’s ordinary shares equal to the product obtained by multiplying (1) the number of shares of Medidata common stock subject to the employee PSUs immediately prior to the closing of the merger based on the attainment of the applicable performance metrics (x) for those employee PSUs that vest based on performance metrics related to total stockholder return, at the actual level of performance through the closing of the merger, as determined in good faith and consistent with past practice by the Medidata board of directors or a committee thereof, (y) for those employee PSUs that vest based on performance metrics related to data science, at the greater of the actual level of performance through the closing date (if calculable), as determined in good faith and consistent with past practice by the Medidata board of directors or a committee thereof, or the target level of performance, and (z) for each other employee PSU, at the target level of performance, multiplied by (2) the equity award conversion ratio (as defined below), with any fractional shares rounded to the nearest whole number of shares.

Each PSU outstanding immediately prior to the closing of the merger that is not an employee PSU will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee PSU immediately prior to the closing of the merger, taking into account the attainment of applicable performance metrics in accordance with the merger agreement and as summarized in the previous paragraph, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

Restricted Stock Awards

Each outstanding RSA that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSA”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor ordinary shares (each such award, an “adjusted employee RSA”). The adjusted employee RSAs will include the right to accrue dividend equivalents, and the other terms and conditions of such adjusted employee RSAs will be substantially the same as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSAs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSAs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSA immediately prior to the closing of the merger, by (2) the equity award conversion ratio, with any fractional shares rounded to the nearest whole number of shares.

Each RSA outstanding immediately prior to the closing of the merger that is not an employee RSA will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSA, to be paid in accordance with the procedures for holders of shares of common stock.

Restricted Stock Units

Each outstanding RSU that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSU”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor’s ordinary shares (each such award, an “adjusted employee RSU”). The adjusted employee RSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSUs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSUs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSU immediately prior to the closing of the merger, by (2) the equity award conversion ratio, with any fractional shares rounded to the nearest whole number of shares.

Each RSU outstanding immediately prior to the closing of the merger that is not an employee RSU will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSU, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

For purposes of this proxy statement and the merger agreement, the “equity award conversion ratio” is the quotient obtained by dividing (1) the merger consideration, by (2) the volume weighted average sales prices per share of Guarantor’s ordinary shares for the 10 full consecutive trading days ending on and including the business day that is three business days immediately prior to the effective date of the merger agreement (and expressed in US dollars at the dollar-euro conversion rate published by the European Central Bank for each such trading day).

Treatment of Purchase Rights under the Employee Stock Purchase Plan (page 68)

After the date of the merger agreement, the Medidata board of directors took action so that (1) no employees (who were not then participants) could become participants in the Company Employee Stock Purchase Plan (the “ESPP”), and (2) the purchase period (as defined in the ESPP) in effect as of the date of merger agreement was the final purchase period and no new purchase periods would commerce thereafter.

Interests of the Company’s Directors and Executive Officers in the Merger (page 53)

In considering the recommendation of the Company’s board of directors with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of the Company’s stockholders generally. Interests of executive officers and directors that may be different from, or in addition to, the interests of the Company’s stockholders include:

The Company’s board of directors was aware of these different or additional interests and considered such interests along with other matters in approving the merger agreement and the transactions contemplated thereby, including the merger.

These interests are discussed in more detail in the section entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

Financing of the Merger (page 52)

Parent’s obligations under the merger agreement are not subject to any financing condition. Parent and Merger Sub have represented to Medidata that they will have, as of immediately prior to the effective time, available cash resources in an aggregate amount sufficient to enable Parent and Merger Sub to consummate the transactions contemplated by the merger agreement upon the terms and subject to the conditions set forth in the merger agreement, to pay all of the merger consideration payable in respect of each share of Medidata common stock pursuant to the terms of the merger agreement, including amounts payable in respect of Medidata’s equity awards under the merger agreement and the indebtedness outstanding under Medidata’s credit agreement, and to pay all associated fees and expenses. Parent expects to finance the merger through cash on hand and proceeds from debt financing.

Dassault Systèmes has delivered to Medidata’s legal advisors a complete and accurate copy of an executed facilities agreement (with certain redactions), which we refer to as the “facilities agreement,” dated as of the date of the merger agreement, with Crédit Agricole Corporate and Investment Bank, Goldman Sachs International, MUFG Bank, LTD. and Société Générale, which we refer to collectively as the “original lenders.” Pursuant to the facilities agreement, upon the terms and subject to the conditions set forth therein, the original lenders will provide to Dassault Systèmes an aggregate amount of up to EUR 4,450,000,000, consisting of (i) a bridge facility in an aggregate principal amount of EUR 3,000,000,000, (ii) a term loan facility in an aggregate principal amount of EUR 1,000,00,000 and (iii) a revolving facility in an aggregate principal amount of EUR 450,000,000 (which may be increased to EUR 750,000,000 as part of the syndication), which we refer to collectively as the “facilities.”

Material U.S. Federal Income Tax Consequences of the Merger (page 62)

If you are a U.S. holder (as defined under “The Merger (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger”), the receipt of cash in exchange for shares of common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Regulatory Clearances (page 63)

HSR Clearance. Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information has been furnished to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the United States Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied. On June 25, 2019, both the Company and Parent’s ultimate parent company filed their respective Notification and Report Forms with the Antitrust Division and the FTC. The FTC granted early termination of the applicable waiting period under the HSR Act on July 8, 2019.

Antitrust Clearance in Germany. The merger is subject to review by Bundeskartellamt (“BKartA”), Germany’s independent competition authority. Pursuant to the German Act Against Restraints of Competition of 1958, as amended (“ARC”), notification to the BKartA of the merger is required and the merger may not be consummated unless and until the merger is approved by the BKartA. Dassault Systèmes filed the required notice form with the BKartA on July 1, 2019.

CFIUS Clearance. CFIUS clearance requires that (1) the parties have received a written notice issued by CFIUS stating either (a) that it has concluded that the transactions contemplated by the merger agreement are not a “covered transaction” and not subject to review under applicable law or (b) that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement, and has concluded all action under the Defense Production Act of 1950 (the “DPA”) or (2) either (a) the President of the United States has determined not to use his powers pursuant to the DPA to unwind, suspend, condition or prohibit the consummation of the transactions contemplated by the merger agreement or (b) the period allotted for presidential action under the DPA has passed without any determination by the President.

Assuming timely receipt of the required regulatory clearances and satisfaction of other closing conditions, we currently expect to complete the merger in the third or fourth calendar quarter of 2019.

Commitments to Obtain Approvals. Upon the terms and subject to the conditions set forth in the merger agreement, Guarantor, Parent, Merger Sub and Medidata agreed to use reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) and to assist and cooperate with each other in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, as promptly as practicable, the merger and the other transactions contemplated by the merger agreement, subject to certain limitations (including, as noted immediately below with respect to obtaining CFIUS clearance and antitrust approvals). In furtherance of the foregoing, Dassault Systèmes has agreed to effect certain divestitures and other dispositions, subject to certain specified limitations under the merger agreement. For a more complete description, please see the section entitled “The Merger Agreement.”

Each of Guarantor, Parent, Merger Sub and Medidata (and their respective affiliates, if applicable) agreed to use its reasonable best efforts to obtain CFIUS clearance as promptly as practicable, including, considering in good faith any request by CFIUS that Guarantor, Parent or Merger Sub enter into any form of mitigation agreement. However, Guarantor and Parent and their respective affiliates will not be required to accept any condition, restriction or other action required by CFIUS that reasonably in good faith could be considered by the Guarantor as burdening or negatively affecting Guarantor’s or its affiliates’ ability to retain or operate Guarantor’s, Medidata’s or their respective affiliates’ businesses, operations, product lines or assets from and after the consummation of the merger.

Appraisal Rights (page 92)

Under the General Corporation Law of the State of Delaware (the “DGCL”), Medidata stockholders who do not vote for the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares in cash as determined by the Delaware Court of Chancery, but only if they comply fully with all of the applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the Delaware Court of Chancery could be more than, the same as, or less than the value of the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Failure to follow the procedures specified under the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C.

Delisting and Deregistration of Company Common Stock (page 64)

If the merger is completed, the Company common stock will be delisted from the Nasdaq Global Select Market (the “NASDAQ”), and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Alternative Proposals; No Solicitation (page 74)

From the date of the merger agreement until the earlier to occur of the termination of the merger agreement in accordance with its terms and the closing of the merger, Medidata has agreed not to, to cause its subsidiaries and its and their respective officers, directors, other employees or controlled affiliates not to and to instruct, and use reasonable best efforts to cause, any investment banker, attorney or other authorized agent or representative retained by any of them not to, and not to publicly announce any intention to, directly or indirectly:

business, properties, assets, books, records or other non-public information, or to any personnel, of Medidata or any of its subsidiaries, in each such case, in connection with an acquisition proposal or any inquiries or the making of any proposal, offer or request that would reasonably be expected to lead to an acquisition proposal;

Notwithstanding the restriction described above, prior to adoption of the merger agreement by Medidata’s stockholders, if any person makes a bona fide, written acquisition proposal to Medidata or any of its subsidiaries that the Medidata board of directors determines in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes or could reasonably be expected to lead to a superior proposal (as defined below), the Medidata board of directors may, directly or indirectly, through Medidata’s representatives, participate or engage in discussions or negotiations with and furnish certain information to such person on the terms and subject to the conditions set forth in the merger agreement.

For purposes of this proxy statement and the merger agreement:

“Acquisition proposal” means any offer, proposal, indication of interest, other than an offer, proposal, indication of interest by Guarantor, Parent or Merger Sub, to engage in an acquisition transaction.

“Acquisition transaction” means any transaction or series of related transactions involving: (i) any direct or indirect purchase or other similar transaction by any person or “group” (as defined in or under Section 13(d) of the Exchange Act), whether from Medidata and/or any other person(s), including pursuant to a tender offer, exchange offer, share purchase, share exchange or other acquisition by any person or “group” (as defined in or under Section 13(d) of the Exchange Act) that, if consummated in accordance with its terms, would result in such person or “group” beneficially owning more than 20% of the shares of Medidata common stock issued and outstanding after giving effect to the consummation of such purchase or other acquisition; (ii) any direct or indirect purchase or other acquisition by any person or “group” (as defined in or under Section 13(d) of the Exchange Act) of more than 20% of the consolidated revenue, net income, EBITDA or assets (measured by the fair market value thereof as of the date of such sale, transfer, acquisition or disposition) of Medidata and its subsidiaries taken as a whole; (iii) any merger, consolidation, business combination, joint venture, partnership, recapitalization, reorganization, spin-off, extraordinary dividend or other similar transaction involving Medidata pursuant to which any person or “group” (as defined in or under Section 13(d) of the Exchange Act), other than Medidata stockholders (as a group) immediately prior to the consummation of such transaction, would hold shares of Medidata common stock representing more than 20% of the shares of Medidata common stock issued and outstanding after giving effect to the consummation of such transaction; or (iv) a liquidation, dissolution or other winding up of Medidata.

“Alternative acquisition agreement” means any letter of intent, memorandum of understanding, agreement in principle, term sheet, acquisition agreement, merger agreement, arrangement agreement, option agreement, joint venture agreement, partnership agreement, share purchase agreement, asset purchase agreement, share execution agreement, lease agreement or other similar agreement or contract (other than certain permitted confidentiality agreements) providing for any acquisition proposal or requiring Medidata (or that would otherwise require Medidata) to abandon, terminate or fail to consummate any of the transactions (including the merger).

“Superior proposal” means any written acquisition proposal for an acquisition transaction, which did not result from a breach by Medidata of the merger agreement, that the Medidata board of directors will have determined in good faith (after consultation with a financial advisor of nationally recognized reputation and outside legal counsel), taking into account all relevant legal, financial, regulatory and other aspects of such acquisition proposal and the merger agreement, (i) to be reasonably likely to be consummated in accordance with

its terms and (ii) would result in a transaction more favorable to Medidata stockholders (solely in their capacity as such) from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any revisions to the terms of the merger agreement proposed by Parent); provided, however, that for purposes of the reference to an “acquisition proposal” in this definition of a “superior proposal,” all references to “more than 20%” in the definition of “acquisition transaction” will be deemed to be references to “a majority.”

Termination of the Merger Agreement (page 83)

The merger agreement may be terminated at any time prior to the closing of the merger, whether before or after the adoption of the merger agreement by Medidata’s stockholders, in the following ways:

In the event that the merger agreement is terminated pursuant to the termination rights above, the merger agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except that certain sections of the merger agreement will survive the termination of the merger agreement in accordance with their respective terms, including the payment of a termination fee as described below and that no party will be relieved from any liability or damages resulting from its fraud or willful breach of the merger agreement prior to such termination (in which case the aggrieved party will be entitled to all remedies available at law or in equity).

Termination Fee (page 84)

If the merger agreement is terminated in specified circumstances, Medidata has agreed to pay Parent a termination fee of $207 million. Parent will be entitled to receive the termination fee from Medidata if the merger agreement is validly terminated:

Guaranty (page 84)

Guarantor agreed to absolutely, unconditionally and irrevocably guarantee each and every covenant, agreement and other obligation of Parent and Merger Sub under the merger agreement, including the full payment and performance of the obligations of Parent and Merger Sub under the merger agreement when due (including payment of the merger consideration), subject to the same limitations on any of Parent’s or Merger Sub’s covenants, agreements and other obligations.

Voting Agreements (page 85)

In connection with entering into the merger agreement, Parent entered into a voting agreement dated as of June 11, 2019 (which is referred to in this proxy statement as a “voting agreement” or the “voting agreements”) with each of Messrs. Sherif and de Vries, which we refer to together as the “supporting stockholders.” Under the voting agreements, the supporting stockholders have agreed, among other things, that until the earlier of the effective time, the termination of the merger agreement in accordance with its terms and a board recommendation change in accordance with the terms of the merger agreement, they will vote their shares of Medidata common stock (1) in favor of (x) the adoption of the merger agreement and approval of the transactions contemplated by the merger agreement, including the merger, and any other actions necessary, desirable or reasonably requested by Parent in furtherance thereof, (y) any proposal to adjourn a meeting of the stockholders of Medidata to solicit additional proxies to be voted in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement, and (z) any proposal or action in respect of which approval of Medidata’s stockholders is requested that could reasonably be expected to facilitate the merger and the other transactions contemplated by the merger agreement and (2) against (x) any proposal or action that would constitute, or could reasonably be expected to result in, a breach of any of covenant, representation or warranty or any other obligation or agreement of Medidata under the merger agreement or of the supporting stockholder under his voting agreement or otherwise reasonably would be expected to impede, interfere with, delay, postpone, discourage or adversely affect the merger or any of the other transactions contemplated by the merger agreement, (y) any acquisition proposal or any proposal relating to an acquisition proposal, and (z) any stock purchase agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Medidata (other than the merger agreement). As of the close of business on the record date, the voting agreements covered an aggregate of 1,644,184 shares of Medidata common stock, or approximately 2.6% of the issued and outstanding shares of Medidata common stock as of the close of business on that date. The full text of the form of voting agreement is attached to this proxy statement as Annex D.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information.”

If you wish to appoint a representative to attend the special meeting in your place, you must provide to Medidata Solutions, Inc., 350 Hudson Street, 9^th Floor, New York, NY 10014, Attention: Corporate Secretary, the name of your representative, in addition to the admission ticket portion of your proxy card if you are a stockholder of record, or your proof of ownership if you are a beneficial owner, and the address where the admission ticket should be sent. A stockholder may only appoint one representative. Requests from stockholders which are legal entities must be signed by an authorized officer or other person legally authorized to act on behalf of the legal entity.

Requests received after August 6, 2019, may not be able to be processed in time to allow you to receive your admission ticket before the date of the special meeting so you should mail your request early.

As of the close of business on July 19, 2019, the record date for the special meeting, there were 62,449,313 shares of common stock issued and outstanding.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

For a discussion of the factors that the Medidata board of directors considered in determining to recommend the adoption of the merger agreement, please see the section entitled “The Merger (Proposal 1) — Reasons for the Merger; Recommendation of the Medidata Board of Directors.” In addition, in considering the recommendation of the Medidata board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Medidata’s stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

It is not necessary to attend the special meeting in order to vote your shares. To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

You can also ensure that your shares are voted at the special meeting by submitting your proxy via:

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of  (1) the proposal to adopt the merger agreement, (2) the merger-related compensation proposal and (3) the adjournment.

Shares of Common Stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

Shares of Common Stock Held through a 401(k) Retirement Plan

If you hold your shares through a 401(k) retirement plan, you should follow the directions provided by your 401(k) retirement plan administrator regarding how to instruct your 401(k) retirement plan administrator to vote your shares.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting although you will have transferred your right to receive the merger consideration in the merger.

D. F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 581-4001

Or

Medidata Solutions, Inc.
350 Hudson Street, 9^th Floor
New York, NY 10014
Attention: Investor Relations
(212) 918-1800

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference in this proxy statement, includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that is not based on historical fact, including statements containing the words “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” and similar expressions. Forward-looking statements in this proxy statement include, without limitation, statements regarding the planned completion of the merger, statements regarding the ability to complete the merger considering the various closing conditions, and forecasted or projected financial information. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the 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 merger or to make any filing or take other action required to consummate such merger in a timely matter or at all. 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. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current plans, estimates and expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Medidata assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

and other risks detailed in our filings with the SEC, including our most recent Annual Report on Form 10-K and later filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See the section entitled “Where You Can Find Additional Information.” 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. Many of the factors that will determine our future results are beyond our ability to control or predict. 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. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements.

PARTIES INVOLVED IN THE MERGER

Medidata Solutions, Inc.

Medidata Solutions, Inc., referred to as “Medidata,” the “Company,” “we,” “our” or “us,” is a Delaware corporation. Medidata is a global life sciences technology provider, dedicated to improving the way clinical research is designed, conducted, analyzed, and commercialized. Our cloud-based platform of solutions, data analytics, and AI enables efficiency and improves quality throughout clinical development programs by accelerating processes, enhancing decision-making, minimizing operational risk, reducing costs, and transforming trial strategies. Medidata trades on the NASDAQ under the symbol “MDSO.”

Medidata’s principal executive offices are located at 350 Hudson Street, 9^th Floor, New York, NY 10014, and our telephone number is (212) 918-1800.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference into this proxy statement. See the section entitled “Where You Can Find Additional Information.”

Dassault Systèmes S.E.

Dassault Systèmes S.E., referred to as “Dassault Systèmes” or “Guarantor,” the 3DEXPERIENCE Company, provides end-to-end software solutions and services, designed to support companies’ innovation processes, from specification and design of a new product, to its sale to the customer, through all stages of digital mock-up, simulation, and realistic 3D virtual experiences representing the end-user experience.

Dassault Systèmes’ global customer base includes companies in 11 industries: Transportation & Mobility; Industrial Equipment; Aerospace & Defense; Business Services; High-Tech; Life Sciences; Energy & Materials; Home & Lifestyle; Construction, Cities & Territories; Consumer Packaged Goods & Retail; and Marine & Offshore. To serve its customers, Dassault Systèmes has developed a broad software applications portfolio, comprised of 3D modeling applications, simulation applications, social and collaborative applications, and information intelligence applications, powered by its 3DEXPERIENCE platform.

Dassault Systèmes is a European company (societas Europaea), incorporated under the laws of France. Dassault Systèmes’ registered office is located at 10, rue Marcel Dassault, in Vélizy-Villacoublay (78140), France, and registered with the Company Registry of Versailles under number 322.306.440 RCS, and its telephone number is +33 (0)1 6162 6162. Dassault Systèmes’ shares are listed in France on Euronext Paris.

Additional information about Dassault Systèmes and its subsidiaries is included on its website: www.3DS.com. The information provided or accessible through Dassault Systèmes’ website is not part of, or incorporated by reference in, this proxy statement.

Dassault Systèmes Americas Corp.

Dassault Systèmes Americas Corp., referred to as “Parent,” is a Delaware corporation and an indirect wholly-owned subsidiary of Dassault Systèmes, formed in 1998. Parent is the primary operating company for Dassault Systèmes in the United States and provides software, services, and other support to a wide variety of U.S. companies. Parent also manages financial, operational, administrative and legal shared services for Dassault Systèmes companies throughout the Americas.

Parent’s corporate headquarters is located at 175 Wyman Street, Waltham, Massachusetts 02451, United States, and its telephone number is +1 (781) 810-3000. Upon completion of the merger, Medidata will become a wholly-owned subsidiary of Parent.

3DS Acquisition 6 Corp.

3DS Acquisition 6 Corp., referred to as “Merger Sub,” is a Delaware corporation and a direct wholly-owned subsidiary of Parent that was formed solely for the purpose of entering into the merger agreement and consummating the transactions. Merger Sub has not carried on any activities on or prior to the date of this proxy statement except for activities incidental to its formation and activities in connection with Parent’s acquisition of Medidata. Merger Sub’s corporate headquarters is located at 175 Wyman Street, Waltham, Massachusetts 02451, United States, and its telephone number is +1 (781) 810-3000. Upon completion of the merger, Merger Sub will merge with and into Medidata and Merger Sub will cease to exist.

THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Medidata board of directors for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Medidata board of directors for use at the special meeting to be held at the offices of Norton Rose Fulbright US LLP, located at 1301 Avenue of the Americas, New York, NY 10019, at 10:00 a.m. local time on August 16, 2019, or at any adjournment or postponement thereof.

You must have an admission ticket, as well as a form of government-issued photo identification, in order to be admitted to the special meeting. If you are a stockholder of record and received a printed copy of the proxy materials, you must bring the admission ticket portion of your proxy card to be admitted to the special meeting. If you are a beneficial owner and your shares are held in the name of a broker, bank or other nominee, you must request an admission ticket in advance by mailing a request, along with proof of your ownership of Medidata common stock as of the close of business on the record date of July 19, 2019, to Medidata Solutions, Inc., 350 Hudson Street, 9^th Floor, New York, NY 10014, Attention: Corporate Secretary. Proof of ownership would be a bank or brokerage account statement in your name showing the number of shares of Medidata common stock held by you on the record date or a letter from your broker, bank or other nominee certifying the amount of your beneficial ownership interest as of the close of business on the record date.

If you wish to appoint a representative to attend the special meeting in your place, you must provide to Medidata Solutions, Inc., 350 Hudson Street, 9^th Floor, New York, NY 10014, Attention: Corporate Secretary the name of your representative, in addition to the admission ticket portion of your proxy card if you are a stockholder of record, or your proof of ownership if you are a beneficial owner, and the address where the admission ticket should be sent. A stockholder may only appoint one representative. Requests from stockholders which are legal entities must be signed by an authorized officer or other person legally authorized to act on behalf of the legal entity.

Purposes of the Special Meeting

One purpose of the special meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

In addition, in accordance with Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to its named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.” The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on the Company, Guarantor, Parent or Merger Sub. Accordingly, if the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers even if stockholders fail to approve the proposal.

Subject to the terms of the merger agreement, our stockholders are also being asked to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about July 19, 2019.

Record Date and Quorum

The holders of record of common stock as of the close of business on July 19, 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, 62,449,313 shares of common stock were issued and outstanding.

The presence at the special meeting, in person or by proxy, of the holders of record of a majority of the common stock issued and outstanding at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. If you submit a properly executed proxy by mail, telephone or internet, you will be considered part of the quorum. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions or otherwise lacking voting instructions will be included in the calculation of the number of shares considered to be present at the special meeting. Broker non-votes, described below under the sub-heading “—Voting; Proxies; Revocation — Providing Voting Instructions by Proxy,” will not be included in the calculation of the number of shares considered to be present at the special meeting.

Required Vote

Each share of common stock issued and outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For the Company to complete the merger, stockholders holding a majority of the shares of common stock issued and outstanding at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of common stock or an abstention from voting for the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Approval of the merger-related compensation proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon provided a quorum is present. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon whether or not a quorum is present.

If you abstain from voting on either the merger-related compensation proposal and the adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal. A “broker non-vote” or a failure to vote your shares of common stock will have no effect on these proposals.

As of the close of business on the record date, there were 62,449,313 shares of common stock issued and outstanding.

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of the Company were entitled to vote 2,347,878 shares of common stock, or approximately 3.8% of the shares of common stock issued and outstanding as of the close of business on that date. We currently expect that the Company’s directors and executive officers will vote their shares, representing approximately 3.8% of the issued and outstanding shares of Medidata common stock as of the close of business on the record date, in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although, except as described in the following sentence, they have no obligation to do so. In addition, Mr. Tarek Sherif, our Chairman and Chief Executive Officer, and Mr. Glen de Vries, our President and a director of the Company, each have signed a voting agreement pursuant to which, among other things, in the aggregate, they have agreed to vote 1,644,184 shares of Medidata common stock, or approximately 2.6% of the issued and outstanding shares of Medidata common stock as of the close of business on the record date, in favor of the proposal to adopt the merger agreement. See the section entitled “The Merger Agreement — Voting Agreements.”

Voting; Proxies; Revocation

Attendance

All holders of shares of common stock as of the close of business on the record date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to

provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone, by calling the toll-free number, or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of common stock will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to adopt the merger agreement, the merger-related compensation proposal and the adjournment proposal.

Shares of Common Stock Held in “Street Name”

If your shares of common stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with the rules of the New York Stock Exchange, brokers, banks and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the merger-related compensation proposal, or the adjournment proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. Broker non-votes, if any, will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect on the merger-related compensation proposal or the adjournment proposal. Thus, for shares of common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote in favor of such proposal.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, the merger-related compensation proposal and the adjournment proposal.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies, subject to the terms of the merger agreement.

The special meeting may be adjourned by the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote at the special meeting or as otherwise permitted by law whether or not a quorum is present. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time before their use at the special meeting as adjourned or postponed.

Solicitation of Proxies

The Medidata board of directors is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of Medidata’s issued and outstanding common stock. The Company has retained D. F. King & Co., Inc., a proxy solicitation firm, to assist the Medidata board of directors in the solicitation of proxies for the special meeting, and we will pay D.F. King & Co., Inc. approximately $15,000, plus reasonable and documented costs and expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by D. F. King & Co., Inc. or, without additional compensation, by certain of the Company’s directors, officers and employees.

Other Information

You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the payment agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of common stock for the merger consideration.

THE MERGER (PROPOSAL 1)

The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Certain Effects of the Merger

If the merger agreement is adopted by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving corporation in the merger.

Upon the consummation of the merger, each share of common stock issued and outstanding immediately before the effective time (other than shares owned by the Company, Parent or Merger Sub or any of their respective wholly-owned subsidiaries, which will be canceled without any conversion thereof or consideration paid therefor, and other than dissenting shares) will be converted into the right to receive $92.25 in cash, without interest, and subject to any applicable withholding taxes upon the terms of and subject to the conditions set forth in the merger agreement

Our common stock is currently registered under the Exchange Act and is listed on the NASDAQ under the symbol “MDSO.” As a result of the merger, the Company will cease to be a publicly traded company and will be a wholly-owned subsidiary of Parent. Following the consummation of the merger, our common stock will be delisted from the NASDAQ and deregistered under the Exchange Act, in each case, in accordance with applicable law, rules and regulations.

Background of the Merger

The Medidata board of directors and Medidata’s senior management regularly review and assess Medidata’s business strategies and objectives, and the Medidata board of directors regularly discusses Medidata’s performance, risks and opportunities, all with the goal of enhancing stockholder value. As part of these ongoing efforts, the Medidata board of directors and Medidata’s senior management evaluate from time to time various strategic alternatives, taking into account current and potential economic and other market conditions and developments and trends in the life sciences and technology industries. These strategic alternatives include the continued operation of Medidata as an independent, standalone company, acquiring new businesses to complement or expand existing businesses, and entering into strategic partnerships or other investments with respect to Medidata’s business. In addition, from time to time, Medidata and its representatives have been approached by, and communicated with, other companies and their representatives (but there were no discussions with Dassault Systèmes until the commencement of discussions described below) regarding interest in possibly acquiring Medidata. None of these discussions ever advanced to the stage of a formal offer to acquire Medidata.

On September 21, 2018, Mr. Pascal Daloz, executive vice president, chief financial officer and corporate strategy officer of Dassault Systèmes, called Mr. Sherif to discuss general ways that Dassault Systèmes and Medidata might collaborate on business opportunities.

On October 24, 2018, representatives of Dassault Systèmes attended Medidata’s industry conference, Medidata NEXT, in New York, New York.

On November 6, 2018, Mr. Daloz and several other senior Dassault Systèmes executives met with senior Medidata executives in Paris, France. The parties discussed high-level, introductory facts regarding their respective businesses and potential areas of collaboration.

On November 19, 2018, Messrs. Sherif and Daloz had an in-person meeting in New York. At that meeting, they discussed a potential collaboration, and on November 22, 2018, Dassault Systèmes and Medidata entered into a confidentiality agreement to facilitate the exchange of confidential information in connection with possible business collaborations between the two companies.

On December 3, 2018, Dassault Systèmes executives met with Medidata executives at Medidata’s headquarters in New York to discuss each party’s products and technology. The next day, the parties continued to discuss each party’s products and technology, as well as potential areas of collaboration. In the days following the in-person meetings, Medidata provided additional information to Dassault Systèmes in response to follow-up questions.

On December 10, 2018, Mr. Sherif and Mr. Bernard Charles, vice-chairman and chief executive officer of Dassault Systèmes, held an in-person meeting in New York. They discussed company histories and personal backgrounds. The next day, Mr. Charles visited Medidata’s headquarters in New York, at which time Mr. Sherif introduced Mr. Charles to Mr. de Vries, and Mr. Rouven Bergmann, chief financial officer of Medidata. The parties discussed the respective companies’ missions and visions and the evolution of the life sciences and technology industries.

On January 17, 2019, Messrs. Sherif and Daloz had a phone call in which Mr. Daloz expanded Dassault Systèmes’ interest beyond commercial collaborations to include discussions regarding a potential acquisition of Medidata. Messrs. Sherif and Daloz concluded by agreeing to speak again after both companies had released their earnings for the fourth quarter of 2018.

On February 6, 2019, the Medidata board of directors convened a telephonic meeting, attended by representatives of Norton Rose Fulbright, counsel to the Company. At the meeting, Mr. Sherif provided a summary of his communications with Dassault Systèmes and an overview of its business, and reported that Dassault Systèmes had expressed interest in the possibility of acquiring Medidata. After the briefing from Mr. Sherif regarding Dassault Systèmes, the Medidata board of directors established an informal transaction advisory committee of directors, consisting of Messrs. Sherif (Chair), de Vries, Taylor and McCulloch. The Medidata board of directors empowered the transaction advisory committee to assist the Medidata board of directors in evaluating potential transactions during intervals between board meetings, which would include giving direction to management and the Company’s advisors, and updating and presenting all significant matters to the Medidata board of directors. The Medidata board of directors requested that representatives of Morgan Stanley attend the next board meeting to present an overview of the market for technology companies as background for any potential strategic discussions.

On February 12, 2019, the Medidata board of directors held a board meeting, which representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright attended. At the request of the Medidata board of directors, Morgan Stanley provided an overview of the market for technology companies and strategic considerations as context for the Medidata board of directors’ evaluation of potential strategic opportunities. The Medidata board of directors, with business and industry input from members of Medidata’s management and representatives of Morgan Stanley, discussed various options, including (i) continuing as an independent, standalone company, (ii) engaging in a material acquisition, (iii) merging with or engaging in a strategic transaction with another strategic company, (iv) a sale to an industry participant (including a discussion of potential counterparties), and (v) a sale to a financial sponsor (including a discussion of potential counterparties). The Medidata board of directors also discussed and assessed the value of engaging in a market check with other potential strategic buyers of Medidata. The Medidata board of directors had concerns that it would be premature to initiate contact with other potentially interested strategic buyers. After assessing this, the Medidata board of directors concluded it would defer a decision on whether to initiate contact with other potentially interested strategic buyers pending progress in the negotiations with Dassault Systèmes.

On February 13, 2019, the Medidata board of directors held its regular meeting. Representatives of Medidata’s senior management and Norton Rose Fulbright attended that meeting. Representatives of Norton Rose Fulbright reviewed with the Medidata board of directors its fiduciary duties in the context of discussions with potential counterparties to a strategic transaction. The Medidata board of directors authorized the transaction advisory committee to negotiate and approve the engagement of Morgan Stanley or another financial advisor, on the terms discussed by the Medidata board of directors, to assist the Company and the Medidata board of directors in considering strategic alternatives. The Medidata board of directors authorized Mr. Sherif to continue discussions with representatives of Dassault Systèmes with respect to an acquisition of Medidata. The Medidata board of directors also reviewed and approved the company’s 2019 operating plan. This annual operating plan was initially presented to the Medidata board of directors in the fourth quarter of 2018 and was finalized at the

first meeting of the Medidata board of directors in the first quarter of 2019 as part of the Company’s customary annual financial outlook process. The Medidata board of directors met in executive session, as did the non-employee directors (which we refer to as the “non-management directors”).

On February 15, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz confirmed Dassault Systèmes’ interest in acquiring Medidata.

On February 19, 2019, the transaction advisory committee met. Representatives of Medidata’s senior management and Norton Rose Fulbright attended that meeting. During the meeting, Mr. Sherif updated the committee on the February 15, 2019 discussion with Dassault Systèmes regarding a potential transaction between the parties. Mr. Sherif reported that Dassault Systèmes expressed strong interest in moving forward to evaluate a possible acquisition of Medidata and had engaged Goldman Sachs Paris Inc. et Cie, (“Goldman Sachs”) and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to serve as Dassault Systèmes’ financial advisor and legal advisor, respectively, in connection with a potential transaction. Mr. Sherif informed the transaction advisory committee that Dassault Systèmes had proposed management diligence meetings in New York and Paris over the next month to learn more about Medidata’s business. The transaction advisory committee authorized management to move forward with the diligence meetings and, having reviewed information regarding Morgan Stanley’ advisory services, negotiate the engagement of Morgan Stanley on the terms authorized by the Medidata board of directors.

On February 22, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Sherif informed Mr. Daloz that the Medidata board of directors had decided to engage Morgan Stanley as Medidata’s financial advisor. Mr. Daloz informed Mr. Sherif of Dassault Systèmes’ intention to obtain financing for its potential acquisition of Medidata. Messrs. Sherif and Daloz also discussed scheduling future in-person meetings. Mr. Daloz informed Mr. Sherif that Dassault Systèmes would present Medidata with an initial list of due diligence requests the following week.

On February 22, 2019, Medidata engaged Morgan Stanley as its financial advisor with respect to a potential strategic transaction, with an understanding of conflict disclosure information related to Dassault Systèmes.

On February 28, 2019, and at various times leading up to the planned meetings between the parties, members of Dassault Systèmes’ and Medidata’s respective corporate development teams had calls and correspondence to plan for and agree on the agenda for the upcoming meetings.

On March 6, 2019, Messrs. Sherif and Daloz had a phone call to prepare for the diligence process and management presentations to be held on March 12 and 13, 2019. Mr. Sherif informed Mr. Daloz that Medidata would like to receive an indication of Dassault Systèmes’ valuation range before committing to further discussions following the meeting planned in Paris at the end of the month.

On March 7, 2019, executives from Medidata and Dassault Systèmes had a financial due diligence phone call.

On March 11, 2019, Medidata and Dassault Systèmes entered into a mutual confidentiality agreement related to a potential business combination between the parties. That agreement included (1) a standstill provision that would automatically terminate if Medidata entered into a definitive agreement or letter of intent with another person for the sale of Medidata or if another third-party commenced a tender or exchange offer that, if consummated, would constitute a sale of Medidata, and (2) non-solicitation provisions.

On March 12 and 13, 2019, Medidata executives, Morgan Stanley representatives, Dassault Systèmes executives and Goldman Sachs representatives met at Norton Rose Fulbright’s New York offices to discuss Medidata’s business and financial performance. Over the next several days, Dassault Systèmes requested additional information and discussions on a number of product, business, finance and regulatory topics.

On March 19, 2019, the transaction advisory committee met by telephone to discuss a business update, including a preliminary view on first quarter 2019 results and the status of discussions with Dassault Systèmes, including a summary of the management meetings that took place in New York on March 12 and 13, 2019. Certain members of Medidata’s senior management team also attended this meeting. The transaction advisory committee discussed next steps, including further meetings to take place in Paris, and Mr. Sherif stated he would give the same update to the Medidata board of directors.

Also on March 19, 2019, representatives of Medidata’s legal and corporate development teams and Norton Rose Fulbright had a discussion with representatives of Dassault Systèmes’ legal and corporate development teams and Skadden regarding regulatory approvals required for a potential strategic transaction between the parties, including antitrust and CFIUS approvals.

On March 20, 2019, members of Dassault Systèmes’ and Medidata’s respective corporate development teams discussed by phone the agenda for the upcoming meetings in Paris that were scheduled to take place on March 26 and 27, 2019.

On March 22, 2019, Messrs. Sherif and Daloz discussed by phone the agendas for the upcoming meetings in Paris. Mr. Daloz informed Mr. Sherif that Dassault Systèmes’ board of directors had been given a high-level overview of a potential transaction with Medidata, and that Dassault Systèmes would be prepared to share a preliminary indicative valuation at the upcoming meetings.

On March 23, 2019, the Medidata board of directors held a telephonic meeting. Representatives of Medidata’s senior management and representatives of Norton Rose Fulbright also attended. The Medidata five-year financial plan was presented to and reviewed by the Medidata board of directors. The Medidata five-year financial plan included the high level revenue and profitability projections contained in the 2019 operating plan approved by the Medidata board of directors at its February 13, 2019 meeting and additional long-term financial objectives that had been previously discussed with the Medidata board of directors. The Medidata board of directors approved the five-year financial plan for the purpose of internally analyzing proposals from potential acquirers of Medidata, which management prospective forecasts are set forth in the section titled “The Merger (Proposal 1) — Financial Forecasts.” Mr. Sherif also updated the Medidata board of directors on the status of discussions with Dassault Systèmes, which included providing a summary of the management meetings that took place in New York earlier in March. Mr. Sherif discussed the upcoming meetings with Dassault Systèmes that were scheduled to take place in Paris on March 26 and 27, 2019, and stated that he expected to receive a preliminary indicative value from Dassault Systèmes at or following the meetings in Paris. Mr. Sherif discussed scheduling a follow-up meeting of the Medidata board of directors after these discussions with Dassault Systèmes.

On March 26, 2019, Medidata executives met with Dassault Systèmes executives at Dassault Systèmes’ headquarters in Paris to further discuss Medidata’s business and areas of strategic synergy and a potential transaction between the parties. At the meeting, representatives of Dassault Systèmes orally provided an initial, non-binding price range of $88-$92 per share, subject to further due diligence. Representatives of Dassault Systèmes also expressed the intention to require executive retention arrangements and to assume employee equity awards on their current terms in connection with any potential transaction. However, no proposals or terms of executive retention arrangements or specific executives to be retained were discussed. Representatives of Dassault Systèmes committed to provide a written, non-binding indication of interest reflecting Dassault Systèmes’ proposed terms. The next day, Medidata executives again met with Dassault Systèmes’ executives in Paris and received an overview of Dassault Systèmes’ current business, organizational structure, life science business and strategy. Medidata executives and Dassault Systèmes executives confirmed the initial, non-binding price range provided the prior day. Medidata executives also met a broader group of Dassault Systèmes’ executive team, who discussed integration strategy generally employed in prior Dassault Systèmes acquisitions.

On March 29, 2019, the Medidata board of directors convened a telephonic meeting, attended by representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright. The Medidata board of directors received an overview of meetings with Dassault Systèmes in Paris, including the orally-provided, preliminary, non-binding range of $88-$92 per share and Dassault Systèmes’ intention to require certain executives of Medidata to enter into retention arrangements, although no terms of such arrangements had been discussed, to assume employee equity awards on their current terms, and to provide a written, non-binding indication of interest. Mr. Sherif advised the Medidata board of directors that Dassault Systèmes indicated that it had already started to arrange financing. At the request of the Medidata board of directors, Morgan Stanley provided the Medidata board of directors with market context for the proposal range, and presented options for conducting a market check and continuing discussions with Dassault Systèmes. After discussion, the Medidata board of directors authorized Medidata’s management to move forward with discussions and authorized Morgan Stanley to proceed with a market check with potential strategic buyers discussed by the Medidata board of directors to assess whether a transaction that offered greater value to Medidata stockholders as compared to the potential transaction discussed with Dassault Systèmes (in terms of price, timing, likelihood of consummation,

regulatory and other considerations) was reasonably available. The Medidata board of directors discussed the effect such market check could have on Dassault Systèmes’ engagement and interest. The participants also noted that any market check could result in public leaks of a potential transaction, which could also have an adverse impact on, among others, employees, customers and external partners. The participants further discussed parties that could potentially be interested in acquiring Medidata, and whether any such parties could have the financial capacity and interest to make such an acquisition, as well as the likelihood of whether any such transaction would receive regulatory approval. Based on discussions with Norton Rose Fulbright, the Medidata board of directors advised Mr. Sherif that the terms of potential employment of executives, including the management directors, should not be discussed with representatives of Dassault Systèmes until such discussions had been authorized by the Medidata board of directors. Medidata’s management also provided an update on the Company’s first quarter 2019 business and financial performance. Mr. Sherif said that he expected to receive a written, non-binding indication of interest from Dassault Systèmes on or about April 8, 2019 and that he would schedule a board meeting on April 9, 2019.

On April 1 and 2, 2019, as directed by the Medidata board of directors, Morgan Stanley approached, on behalf of Medidata, a limited group of seven potential strategic buyers in an effort to minimize the risk of a leak and disruption to the business. This group of seven potential strategic buyers (referred to herein as Companies A through G) included those parties that the Medidata board of directors believed, after consultation with Medidata’s management and representatives of Morgan Stanley, were the parties most likely to be interested in, and capable of, pursuing a strategic transaction with Medidata without undue disruption to the Company’s business and that would be able to deliver potential value given the opportunities for synergies.

Also April 1, 2019, representatives of Skadden and Norton Rose Fulbright held a telephone conference to discuss Medidata’s employee equity plans.

On April 2 and 3, 2019, representatives of Morgan Stanley, on behalf of Medidata, provided Companies B and E with draft confidentiality agreements, which agreements contained (1) a standstill provision that automatically terminated with respect to a party upon the other party’s entry into a definitive agreement with a third party with respect to, or recommendation that such other party’s stockholders accept, a transaction involving a sale of such other party, and (2) non-solicitation provisions, so that Companies B and E could further consider a potential transaction with Medidata. Company B and Company E each provided comments to the proposed draft confidentiality agreements but, ultimately, neither entered into a confidentiality agreement with Medidata, each having notified representatives of Morgan Stanley in the period between April 9 and April 17, 2019 that it was not interested in pursuing a transaction with Medidata at such time.

On April 8, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz informed Mr. Sherif that Dassault Systèmes intended to provide a written, non-binding indication of interest by April 19, 2019 and proposed a timeline for the parties to enter into a definitive agreement by late May 2019.

On April 9, 2019, the Medidata board of directors held a telephonic meeting. Representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright also were in attendance. The Medidata board of directors received an update on the status of discussions with Dassault Systèmes. Mr. Sherif informed the Medidata board of directors that he expected to receive the written, non-binding indication of interest by April 19, 2019. Representatives of Morgan Stanley provided an update on the market outreach that had been conducted on behalf of Medidata to Companies A through G to solicit their interest in pursuing a strategic transaction with Medidata. Morgan Stanley informed the board that Companies F and G had expressed interest in learning more, that Companies B and D were not interested, and that Morgan Stanley was waiting to hear from Companies A, C and E.

On April 10, 2019, members of Medidata’s senior management team, including Messrs. Sherif and de Vries, had a telephonic meeting with representatives of Company F to discuss an overview of Medidata’s business.

On April 12, 2019, members of Medidata’s senior management team, including Messrs. Sherif and de Vries, had an in-person meeting with representatives of Company G at Company G’s headquarters to discuss an overview of Medidata’s business and strategic fit with Company G’s business. In response to follow-up questions from Company G, representatives of Medidata provided further ideas on synergies. Also on April 12, 2019, representatives of Company A contacted representatives of Morgan Stanley to indicate that Company A was not interested in pursuing further discussions.

On April 18, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz reiterated Dassault Systèmes’ interest in acquiring Medidata. Mr. Daloz informed Mr. Sherif that Dassault Systèmes had received internal approvals to explore a possible transaction and confirmed its intention to submit a written, non-binding indication of interest the following day.

On April 19, 2019, Dassault Systèmes submitted a written, non-binding indication of interest to acquire all the outstanding shares of Medidata common stock for $90 per share in cash, subject to due diligence and the negotiation of definitive transaction documentation. The offer included conditions related to the assumption of all employee equity awards (other than stock options which would be cashed out) and the negotiation of employment and retention agreements with certain Medidata executives. Mr. Daloz called Mr. Sherif later that day to review the terms of the indication of interest. Also on April 19, 2019, representatives of Company F contacted representatives of Morgan Stanley to indicate that Company F was not interested in pursuing further discussions.

On April 20, 2019, the Medidata board of directors held a telephonic meeting attended by all directors except Dr. Kurtz. Representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright also were in attendance. The Medidata board of directors, in consultation with representatives of Morgan Stanley and Norton Rose Fulbright, reviewed and evaluated the written, non-binding indication of interest received from Dassault Systèmes. The Medidata board of directors was advised that the parties’ consideration of a potential transaction had leaked into the market and that a reporter from Bloomberg had contacted representatives of Dassault Systèmes about a report that Bloomberg was planning to publish related to Dassault Systèmes’ interest in possibly acquiring Medidata. The Medidata board of directors discussed the potential effects of disruptive leaks and rumors regarding a potential sale of Medidata, including the effect on the potential transaction with Dassault Systèmes and the impact on the ongoing operations of Medidata. Representatives of Morgan Stanley then provided an update on the outreach to other potential strategic buyers, including that all potential strategic acquirers contacted other than Companies C and G had already dropped out, and the recent management meetings that had taken place with Company F and Company G, respectively. Representatives of Morgan Stanley next provided an overview of Dassault Systèmes’ April 19, 2019 offer price and the associated implied share price premiums and transaction multiples, as well as discussed a response plan with the Medidata board of directors. The discussion regarding the response to Dassault Systèmes included an indication that Dassault Systèmes would have to increase the per share price it was willing to pay for Medidata common stock in order to continue discussions, and that Medidata would allow access to further diligence materials so that Dassault Systèmes could obtain the information it needed to do so. At the request of the Medidata board of directors, Morgan Stanley discussed possible next steps of the confidential market check to determine whether there were any other strategic buyers or private equity sponsors with interest in a potential transaction. The Morgan Stanley representatives also discussed with the Medidata board of directors the additional entities that had been identified and discussed as potential buyers. The Medidata board of directors then discussed the appropriate scope of the continued outreach to potential buyers or sponsors. After discussion, the Medidata board of directors directed Morgan Stanley to contact five private equity sponsors and three additional potential strategic buyers that were discussed to determine their respective interest in a potential transaction with Medidata. The Medidata board of directors suggested a May 6, 2019 deadline for receipt of indications of interest, to align timing so that the Medidata board of directors would be able to receive and evaluate any indications of interest at approximately the same time. The Medidata board of directors also directed Mr. Sherif to hold further discussions with Dassault Systèmes to seek an improved proposal from Dassault Systèmes. After discussion, the Medidata board of directors authorized Morgan Stanley to proceed with the response discussed with and agreed to by the Medidata board of directors, and Mr. Sherif indicated he would relay the response to Dassault Systèmes.

On April 21, 2019, an article appeared on the Bloomberg website indicating that Dassault Systèmes was seeking acquisitions in the United States and considering targets, including Medidata. The article also indicated that the discussions between Dassault Systèmes and Medidata were preliminary and that Dassault Systèmes could decide against proceeding with an acquisition of Medidata or could pursue an acquisition of a different company. The article also noted that Medidata could draw interest from other potential acquirers. Neither Medidata nor Dassault Systèmes commented on the article, consistent with their respective policies of not commenting on rumors regarding mergers and acquisitions. Immediately following publication of the article, the price of Medidata’s common stock increased approximately 14.1%, closing at $90.02 per share on April 22, 2019 (as compared to the closing price of $78.87 per share on April 18, 2019, the prior trading day).

On April 22, 2019, representatives of Company G contacted representatives of Morgan Stanley to indicate that Company G was not interested in pursuing further discussions.

On April 23, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Sherif advised Mr. Daloz that, based on discussions with the Medidata board of directors, Dassault Systèmes would need to increase its price above that set forth in Dassault Systèmes’ written, non-binding indication of interest before the Medidata board of directors would be willing to advance the discussions. Later that day, the Medidata board of directors held its regular meeting and received a status update from Medidata’s management, including on Mr. Sherif’s call with Mr. Daloz earlier in the day.

Also on April 23, 2019, Company C indicated to Morgan Stanley that it was not interested in pursuing further discussions.

On April 23 and 24, 2019, at the direction of the Medidata board of directors, one of the non-management directors contacted an additional potential strategic acquirer, with which he had a prior business relationship. Also, at the direction of the Medidata board of directors, representatives of Morgan Stanley contacted an additional two potential strategic acquirers (including one major industry participant with which Medidata had discussions regarding interest in a potential transaction involving Medidata in 2017 and 2018) and five potential financial acquirers, all of which the Medidata board of directors had considered prior to the Bloomberg story, regarding a potential acquisition of Medidata. None of the additional three potential strategic acquirers entered into confidentiality agreements, each having notified representatives of Morgan Stanley or members of Medidata’s management in the period between April 24 and May 10, 2019 that it had decided not to proceed further. Four of the five potential financial acquirers that Morgan Stanley contacted executed mutual confidentiality agreements with Medidata on April 29 and May 1, 2019. Those agreements contained (1) a standstill provision that automatically terminated as to one party upon the other party’s entry into a definitive agreement with a third party with respect to, or the other party’s board of directors’ recommendation that such other party’s stockholders accept, a transaction involving a sale of such other party, and (2) non-solicitation provisions. The fifth potential financial acquirer did not enter into a confidentiality agreement. The four potential financial acquirers who entered into confidentiality agreements received initial access to the virtual data room that contained due diligence documentation and information between April 27-29, 2019.

On April 25, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz informed Mr. Sherif that he needed more time to consider and get approval for increasing the per share price above that set forth in Dassault Systèmes’ written, non-binding indication of interest.

On April 29 and May 1, 2019, representatives of Medidata’s senior management provided management presentations to representatives of the four potential financial acquirers that had entered into confidentiality agreements with Medidata. As directed by the Medidata board of directors, Morgan Stanley requested that each of the four potential financial acquirers provide an initial indication of interest by May 6, 2019. Between April 29 and May 6, 2019, two of the four potential financial acquirers conducted further business and financial diligence via correspondence and telephonic meetings with Medidata’s management. By May 7, 2019, all potential financial acquirers, other than one potential financial acquirer (which we refer to as the “Financial Bidder”), had either declined to participate further or had ceased communications with representatives of Morgan Stanley and members of Medidata’s management.

On May 3, 2019, the Medidata board of directors convened a telephonic meeting, attended by representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright. Mr. Sherif informed the board that, on May 2, 2019, Mr. Daloz notified him that Dassault Systèmes expected to provide a revised indication of interest on or about May 6, 2019. The Medidata board of directors received an update from Morgan Stanley on its additional efforts to solicit parties’ interest in pursuing a strategic transaction with Medidata including that the three potential strategic acquirers and one of the potential financial acquirers had declined to enter into confidentiality agreements. Morgan Stanley also updated the board of directors on the status of the diligence review of the four potential financial acquirers. Morgan Stanley explained that, as requested by the Medidata board of directors, it had communicated to the potential financial acquirers that initial indications of interest should be submitted by May 6, 2019. Based on discussions with Norton Rose Fulbright, the Medidata board of directors discussed certain procedural adjustments that it would make if one or more of the financial sponsors expressed interest in making a proposal, including holding separate meetings of non-management directors, chaired by the lead director, Mr. Taylor, from time to time as appropriate.

On May 6, 2019, the Financial Bidder submitted an initial written, non-binding indication of interest to acquire all the outstanding shares of Medidata common stock for $93.50 per share.

Also on May 6, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz advised Mr. Sherif that Dassault Systèmes would be submitting a revised indication of interest to acquire all of the outstanding capital stock of Medidata for $92 per share. Later that day, Dassault Systèmes submitted a revised written, non-binding indication of interest to acquire all the outstanding shares of Medidata common stock for $92 per share in cash.

On May 7, 2019, the non-management directors (other than Mr. Dominguez, who was unable to attend) convened a telephonic meeting to discuss the revised indication of interest received from Dassault Systèmes and the initial offer received from the Financial Bidder. Representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright attended a portion of that meeting. Representatives of Morgan Stanley informed the directors that all the financial sponsors they contacted had been asked to provide a written indication of interest by May 6, 2019, but that all financial sponsors other than the Financial Bidder had declined to proceed based on valuation, the necessary amount of equity financing the fund would have to provide, and timeline concerns. The directors considered Dassault Systèmes’ revised indication of interest, the initial offer received from the Financial Bidder, and the terms of Medidata’s proposed draft merger agreement to be presented to potentially interested parties. The directors discussed that price, certainty and timing would be important factors the Medidata board of directors would consider in its deliberations. The directors discussed the proposed course of action to be undertaken with each of the bidders. They authorized Mr. Sherif to advise Dassault Systèmes that Medidata had received an offer in excess of $92 per share and that Dassault Systèmes should complete its due diligence and submit a final binding proposal, including a mark-up of the draft merger agreement to be provided to Dassault Systèmes, as soon as possible. The non-management directors also authorized Morgan Stanley to inform the Financial Bidder that its proposal was sufficient to continue the due diligence process. Medidata’s management, including Mr. Sherif and Mr. de Vries, was then excused from the meeting. At that point, the non-management directors met with representatives of Morgan Stanley and Norton Rose Fulbright. The non-management directors discussed next steps, including plans to continue to receive information and updates from the advisors and Medidata management, to meet regularly without management (while also meeting with management as necessary), and to meet without the management directors, where necessary, to evaluate potential transactions and make decisions on how to proceed. The lead director instructed Morgan Stanley to keep the non-management directors advised of developments through regular contact with the lead director, which Morgan Stanley did via telephone.

On May 8, 2019, during a phone call between Mr. Sherif and Medidata board member Mr. Dominguez, Mr. Sherif recapped the prior day’s board meeting for Mr. Dominguez, who had been unable to attend. The lead director also called Mr. Dominguez to summarize the prior day’s board meeting for Mr. Dominguez.

Also on May 8, 2019, during a phone call between Messrs. Sherif and Daloz, in accordance with the discussion with and the direction of the non-management directors, Mr. Sherif informed Mr. Daloz that Dassault Systèmes’ indication of interest to acquire all of the outstanding capital stock of Medidata for $92 per share was not sufficient and that another bidder had made an offer at a higher price than Dassault Systèmes. In addition, in accordance with the discussion and direction of the non-management directors, Mr. Sherif told Mr. Daloz that price, certainty and timing would all be important factors considered by the Medidata board of directors in its deliberations. Mr. Daloz told Mr. Sherif he would think about how Dassault Systèmes wanted to proceed and be in touch with Mr. Sherif.

Beginning on May 8, 2019, the Financial Bidder conducted extensive due diligence reviews of Medidata and its business. Representatives of the Financial Bidder were provided with access to an expanded virtual data room containing additional diligence materials (beyond what was initially provided by Medidata in the virtual data room to which Financial Bidder had received access on April 28, 2019). The Financial Bidder’s representatives also held several in-person meetings and telephonic discussions with members of Medidata’s management through the end of May 2019 in connection with its due diligence investigation.

On May 9, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz informed Mr. Sherif that Dassault Systèmes continued to be interested in pursuing an acquisition. Mr. Daloz further informed Mr. Sherif that Dassault Systèmes would not have an interest in participating in an auction process. Also on May 9, 2019, representatives of Medidata circulated an initial draft of the merger agreement to representatives of Dassault Systèmes.

On May 10, 2019, representatives of Medidata circulated an initial draft of the merger agreement to representatives of the Financial Bidder.

On May 11, 2019, representatives of Dassault Systèmes were provided with additional due diligence documentation and information through access to a virtual data room.

On May 13, 2019, Messrs. Sherif and Daloz met at Medidata’s headquarters in New York and discussed the progress of Dassault Systèmes’ due diligence review and potential timing for Dassault Systèmes to complete its due diligence review and provide the Medidata board of directors with its “best and final” offer.

On May 14, 2019, the non-management directors met by conference call. Representatives of Medidata’s senior management, including Mr. Sherif, participated in a portion of the meeting to give a status update and representatives of Morgan Stanley and Norton Rose Fulbright attended the meeting. The directors received an update from Mr. Sherif regarding expected timing for completing negotiations with Dassault Systèmes and the status of its diligence review. Morgan Stanley also updated the directors on discussions with the Financial Bidder and on the status of the Financial Bidder's diligence review. Management advised the directors that there were additional due diligence meetings scheduled in London with Dassault Systèmes for the following week. Representatives of Morgan Stanley further advised the directors that the Financial Bidder was heavily involved in the diligence process, was preparing a proposal on the requested schedule and had requested to include two limited partners in its proposal to provide additional financing for the potential transaction. Medidata’s management, including Mr. Sherif, were excused from the meeting. The non-management directors continued their discussion with representatives of Morgan Stanley and Norton Rose Fulbright.

On May 17, 2019, representatives of Skadden circulated a revised draft of the merger agreement to representatives of Norton Rose Fulbright. The revised draft merger agreement contemplated a voting agreement to be executed by each of Messrs. Sherif and de Vries and employment agreements to be executed by certain Medidata executives, as well as continuation of Medidata’s employee equity plans through Dassault Systèmes plans for all employee participants, in each case as conditions to Dassault Systèmes entering into the merger agreement.

On May 20, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz updated Mr. Sherif on Dassault Systèmes’ due diligence review, the timing for the delivery of Dassault Systèmes’ “best and final” offer and the status of the draft merger agreement. Also on May 20, 2019, representatives of Norton Rose Fulbright distributed to Medidata’s management and the Medidata board of directors an “issues list” with respect to the revised draft of the merger agreement received from counsel to Dassault Systèmes.

Also on May 20, 2019, representatives of Dassault Systèmes conducted due diligence regarding Medidata and certain human resources matters, with representatives of Medidata and its advisors, at Norton Rose Fulbright’s offices in New York.

On May 20 and 21, 2019, representatives of Dassault Systèmes and its advisors conducted further due diligence investigations regarding Medidata and its business, including strategy, financial performance, commercial, technology, and research and development matters, with certain Medidata executives and its advisors in London. In the financial due diligence session, representatives of Dassault Systèmes expressed potential concerns based on their analyses that the growth rate of Medidata’s core business was slowing.

Also on May 21, 2019, the non-management directors met by conference call. Representatives of Medidata’s senior management, including Mr. Sherif and Mr. de Vries, Morgan Stanley and Norton Rose Fulbright participated in a portion of the meeting. The directors received an update from Mr. Sherif regarding Dassault Systèmes’ expected timing for completion of its diligence review, the completion of the merger agreement negotiations, and for receipt of a final offer from Dassault Systèmes. Medidata’s management stated that representatives of Dassault Systèmes had indicated that they expected to finish their diligence review in the next week and may make their formal final offer at that time. Morgan Stanley provided an update on discussions with the Financial Bidder and the status of the Financial Bidder’s diligence review, indicating that the Financial

Bidder could be finished with its diligence review in a similar time frame and was committed to working towards submitting a final proposal by June 3, 2019. After discussion, the directors determined that both parties should be advised to submit a final bid, together with a revised merger agreement, on the same time frame. Representatives of Norton Rose Fulbright described the status of the discussions with counsel to Dassault Systèmes regarding the draft merger agreement. Representatives of management, including Mr. Sherif and Mr. de Vries, and Morgan Stanley were then excused from the meeting. The non-management directors then discussed the status of the negotiations with Dassault Systèmes and the status of discussions with the Financial Bidder and the Financial Bidder’s diligence review.

On May 22, 2019, representatives of Norton Rose Fulbright circulated a revised draft of the merger agreement to representatives of Skadden.

On May 23, 2019, Messrs. Sherif and Daloz discussed by phone logistics and topics for an in-person meeting the next day.

On May 24, 2019, Messrs. Sherif, de Vries, Daloz and Charles met at Dassault Systèmes headquarters in Paris and discussed long term strategic visions and the future of the life sciences and technology industries.

Also on May 24, 2019, a group of Medidata executives met with representatives of the Financial Bidder at the offices of Norton Rose Fulbright for an extended due diligence session. On May 28, 2019, a group of Medidata executives met with representatives of the Financial Bidder for a due diligence session focused on Medidata’s technologies.

On May 29, 2019, Messrs. Sherif and Daloz discussed by phone topics for a telephonic meeting scheduled for the following day. Mr. Daloz informed Mr. Sherif that Dassault Systèmes had reviewed all the due diligence items to date and discussed the importance of Medidata’s senior management’s commitment to the business and the success of the potential transaction.

On May 30, 2019, Messrs. Sherif, de Vries, Daloz and Charles discussed by phone growth prospects, competitive dynamics and how the organization could succeed as a combined company. Also on May 30, 2019, representatives of Skadden circulated a revised draft of the merger agreement to representatives of Norton Rose Fulbright.

On June 2, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz informed Mr. Sherif that Dassault Systèmes was preparing to make a revised proposal the next day. Mr. Daloz also informed Mr. Sherif that a Dassault Systèmes board meeting had been scheduled for June 11, 2019 to receive final authorization for the transaction.

On June 3, 2019, during a phone call between Messrs. Sherif and Daloz, Mr. Daloz informed Mr. Sherif that Dassault Systèmes had concluded its due diligence, that substantial progress had been made on the merger agreement and that Dassault Systèmes was ready to finalize the negotiation of a transaction based on an all cash offer of $90 per share. Mr. Daloz referenced Dassault Systèmes’ view of the lower growth rate that Dassault Systèmes believed Medidata would experience in its core business as a factor in the revised price proposal. Mr. Daloz stated that the Dassault Systèmes board of directors was unlikely to offer a higher price. Mr. Sherif let Mr. Daloz know that the Company was focused on bringing the discussion of a potential transaction to a conclusion. Mr. Daloz informed Mr. Sherif that after June 11, 2019, Dassault Systèmes would be ready to announce the potential transaction, assuming the parties reached an agreement on price and the remaining outstanding terms of the merger agreement.

Also on June 3, 2019, during a phone call with Morgan Stanley, the Financial Bidder confirmed continued interest in a potential transaction but stated that it was struggling to get to current market value, noting in the discussion that it had concerns about growth prospects in Medidata’s core business and that it would not likely be able to outbid a strategic buyer. The Financial Bidder stated that it expected to present a final offer and would consider submitting a markup of the draft merger agreement on June 10, 2019.

On June 4, 2019, the non-management directors met by conference call. Senior management, including Mr. Sherif and Mr. de Vries, and representatives of Morgan Stanley and Norton Rose Fulbright participated during a portion of the meeting. Mr. Sherif presented an update to the directors regarding Dassault Systèmes’ valuation of Medidata and its decision to revise its proposal to $90 per share. Mr. Sherif stated that although Dassault Systèmes did not foreclose discussing a higher price, Mr. Daloz stated that the price was where

Dassault Systèmes was at that time and did not indicate that Dassault Systèmes would be willing to go higher. Mr. Sherif also reported that Dassault Systèmes indicated its desire to sign a definitive agreement by June 11, 2019 and issue an announcement the following day. The directors discussed the merits of the revised proposal. Morgan Stanley provided an update on discussions with the Financial Bidder. Morgan Stanley reported that the Financial Bidder expressed similar concerns, following its diligence review, about the growth prospects of Medidata’s core business and that as a result, Morgan Stanley believed that the Financial Bidder’s valuation was likely to be below $90 per share. Morgan Stanley also reported the Financial Bidder’s stated belief that it would not likely be able to outbid a strategic buyer. The directors discussed the low probability that another industry participant or financial sponsor would propose a transaction more favorable to Medidata stockholders than the transaction that Dassault Systèmes proposed. After discussion, the non-management directors considered continuing the negotiation with Dassault Systèmes to attempt to obtain an increased per share price, without setting a minimum price ultimatum. Representatives of Norton Rose Fulbright discussed the merger agreement and stated that there were few issues open other than the price, the termination fee and issues concerning the employment and retention of select employees. The non-management directors discussed timing for receiving final bids and scheduled the next meeting for June 10, 2019 to review the final offers, deal terms and Morgan Stanley’s valuation analysis. The non-management directors noted that Dassault Systèmes conditioned its proposal on the assumption of all employee equity awards (other than stock options) and the negotiation of employment agreements with certain Medidata executives. The non-management directors instructed Mr. Sherif to negotiate for the best possible price per share to be paid by Dassault Systèmes and to finalize the offer. Medidata’s management, including Mr. Sherif and Mr. de Vries, and representatives of Morgan Stanley, then were excused from the meeting. At that point, the non-management directors discussed next steps and agreed that it was important to complete negotiations with Dassault Systèmes to obtain a best and final offer, given that no other party was likely to make an offer at or above the price proposed by Dassault Systèmes.

Also on June 4, 2019, Mr. Sherif called Mr. Daloz to propose an in-person meeting to continue and conclude price negotiations.

On June 5, 2019, representatives of the Financial Bidder informed representatives of Morgan Stanley that the Financial Bidder, after diligence, would not offer a price at or above $90 per share given their view of the future revenue growth rate of Medidata’s core business. As a result, the Financial Bidder withdrew from further discussions.

On June 5, 2019, representatives of Norton Rose Fulbright and Skadden had a conference call to discuss the remaining open issues in the draft merger agreement. Also on June 5, 2019, representatives of Skadden sent a draft of the form of voting agreement to representatives of Norton Rose Fulbright.

On June 6, 2019, representatives of Norton Rose Fulbright circulated a revised draft of the merger agreement to representatives of Skadden.

On June 7, 2019, Messrs. Sherif and Daloz met in Paris and negotiated the per share offer price in accordance with the prior authorization of the non-management directors, which resulted in a revised proposal of $92.25 per share. This proposal was conditioned on agreement of assumption of employee equity awards (other than stock options), acceptance of the proposed conditions on antitrust and CFIUS approval, no reverse breakup fee and a termination fee of 3.5% of the transaction value.

Later that day, the non-management directors met by conference call. Representatives of Medidata’s senior management, including Mr. Sherif and Mr. de Vries, and representatives of Morgan Stanley and Norton Rose Fulbright participated in a portion of the meeting. Mr. Sherif informed the non-management directors that Dassault Systèmes had agreed to increase its proposal to $92.25 per share. Representatives of Morgan Stanley advised the non-management directors about the Financial Bidder’s decision to withdraw, including its cited reasons. Medidata’s management, including Mr. Sherif and Mr. de Vries, were excused from the call and, after discussion, the non-management directors expressed support for the revised increased price and authorized Mr. Sherif to so inform Dassault Systèmes and to negotiate employee matters. Up to this point, the management directors had no discussions about their employment and retention arrangements with representatives of Dassault Systèmes.

Between June 7 and 11, 2019, counsel to the executives and Skadden exchanged and negotiated drafts of the employment and retention arrangements for certain key executives, including the management directors. For additional details, see the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger.”

On June 8, 2019, representatives of Skadden circulated a revised draft of the merger agreement to representatives of Norton Rose Fulbright. Also on June 8, 2019, representatives of Skadden circulated the facilities agreement providing certain funding for the acquisition, in final draft form but subject to certain redactions, to representatives of Norton Rose Fulbright.

On June 9, 2019, in advance of a board meeting scheduled for the next day, the Medidata board of directors received Morgan Stanley’s preliminary financial analysis of the proposed transaction. It also received, from Norton Rose Fulbright, the latest draft of the merger agreement, a summary of the merger agreement, and proposed board resolutions relating to approval of the merger agreement with Dassault Systèmes.

On June 10, 2019, representatives of Norton Rose Fulbright and Skadden exchanged revised drafts of the form of voting agreement.

Also on June 10, 2019, the Medidata board of directors met at Norton Rose Fulbright’s offices, with certain members participating by phone. Representatives of Medidata’s senior management, Morgan Stanley and Norton Rose Fulbright also attended that meeting. The Medidata board of directors also discussed with representatives of Norton Rose Fulbright the terms of the merger agreement, including the parties’ respective termination rights (including Medidata’s right to terminate the merger agreement under certain circumstances to enter into an alternative acquisition agreement with respect to a superior proposal), the termination fee payable by Medidata under certain circumstances, the obligations of the parties to obtain applicable regulatory approvals, the definition of a “material adverse effect” and the applicable closing conditions. Also at this meeting, representatives of Morgan Stanley reviewed with the Medidata board of directors an overview of the course that the Company followed leading up to a potential transaction, an overview of the proposed transaction and an overview of Morgan Stanley’s financial analysis of the merger consideration. Medidata’s management provided an update on the Company’s business and its views on the prospects of Medidata continuing as an independent, standalone company. Mr. Sherif noted his belief that Medidata could achieve its growth objectives, although noting the potential risks associated with executing on the Company’s business plan and the possibility of adverse changes in the industry and market environment. Medidata’s management, including Mr. Sherif and Mr. de Vries, was then excused from the meeting. At that point, the non-management directors met with representatives of Morgan Stanley and Norton Rose Fulbright to discuss the proposed merger. Representatives of Norton Rose Fulbright discussed with the Medidata board of directors their fiduciary duties in connection with evaluating Medidata’s strategic alternatives and the proposed merger.

During the day and into the evening of June 11, 2019, representatives of the parties further negotiated, and reached resolution on, the remaining open points of the merger agreement. These included issues with respect to the parties’ required efforts to obtain applicable regulatory approvals, the amount of the termination fee payable by Medidata to Dassault Systèmes under certain circumstances, the lack of a termination fee payable by Dassault Systèmes to Medidata under certain circumstances, and obligations under the merger agreement.

On June 11, 2019, the Medidata board of directors met to consider Dassault Systèmes’ offer and the terms of the merger agreement. Representatives of Morgan Stanley and Norton Rose Fulbright also attended that meeting. Representatives of Morgan Stanley reviewed with the Medidata board of directors Morgan Stanley’s financial analysis of the merger consideration, as more fully described below under the section entitled “Proposal 1: Adoption of the Merger Agreement — The Merger — Opinion of Morgan Stanley & Co. LLC” beginning on page 42, and rendered to the Medidata board of directors its oral opinion that, as of June 11, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share merger consideration to be received by the holders of Medidata common stock, other than the holders of excluded shares, pursuant to the merger agreement was fair, from a financial point of view, to such holders of Medidata common stock (such opinion was subsequently confirmed by delivery of a written opinion dated June 11, 2019 following the meeting). The full text of Morgan Stanley’s written opinion is attached below as Annex B to this proxy statement. After discussing the proposed transaction and considering the discussion with Norton Rose Fulbright and Morgan Stanley, the non-management directors unanimously recommended the

approval of the merger agreement to the Medidata board of directors, and the Medidata board of directors thereupon unanimously (i) determined and declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, (ii) determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the merger consideration, are fair to, and in the best interests of, Medidata and its stockholders, (iii) approved and declared advisable the execution and delivery by Medidata of the merger agreement, the performance by Medidata of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement, upon the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to the Medidata stockholders for their adoption at a meeting of the stockholders and (v) resolved to recommend that the Medidata stockholders adopt the merger agreement in accordance with the applicable provisions of law.

During the evening of June 11, 2019, representatives of Skadden circulated an executed copy of the facilities agreement to representatives of Norton Rose Fulbright for review. The parties then proceeded to execute the merger agreement. In connection with the execution of the merger agreement, certain of Medidata’s executive officers entered into retention arrangements with Dassault Systèmes and new restrictive covenant agreements with Dassault Systèmes, and Messrs. Sherif and de Vries entered into voting agreements with Parent.

On June 12, 2019, Medidata and Dassault Systèmes issued a joint press release announcing the execution of the merger agreement.

Reasons for the Merger; Recommendation of the Medidata Board of Directors

The Medidata board of directors, with the assistance of its financial and legal advisors, evaluated the merger agreement, the merger and the other transactions contemplated thereby and unanimously determined and declared that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger and merger consideration, are fair to, and in the best interests of, the Company and Medidata’s stockholders and approved and declared advisable the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions contained in the merger agreement. The Medidata board of directors has unanimously recommended that the stockholders of Medidata vote “FOR” the proposal to adopt the merger agreement.

In the course of reaching its unanimous recommendation, the Medidata board of directors considered a significant amount of information and numerous factors and benefits of the merger, including the following positive factors relating to the merger agreement, the merger and the other transactions contemplated thereby, each of which the directors believed supported their decision:

In the course of reaching the determinations and decisions and making the recommendation described above, the Medidata board of directors also considered the following risks and potentially negative factors relating to the merger agreement, the merger and the other transactions contemplated thereby:

The foregoing discussion of the information and factors considered by the Medidata board of directors is intended to be illustrative and not exhaustive, but includes the material factors considered by the Medidata board of directors. In view of the variety of factors considered in connection with its evaluation of the merger, the Medidata board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. The Medidata board of directors conducted an overall review of the factors and reasons described above and determined that, in the aggregate, the potential benefits considered

outweighed the potential risks or possible negative consequences of the merger. In addition, individual directors may have given different weights to different factors. The Medidata board of directors unanimously recommended in favor of adoption of the merger agreement based upon the totality of the information it considered.

Opinion of Morgan Stanley & Co. LLC

The board of directors retained Morgan Stanley as its financial advisor in connection with the merger on February 22, 2019. The board of directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the industry, business and affairs of Medidata. At a meeting of the Medidata board of directors on June 11, 2019, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in a written opinion dated June 11, 2019, to the Medidata board of directors to the effect that, as of the date of the opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share merger consideration to be received by the holders of shares of Medidata common stock, other than excluded shares, pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Medidata common stock.

The full text of Morgan Stanley’s written opinion to the Medidata board of directors, dated June 11, 2019, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B, and is incorporated by reference herein in its entirety. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the Medidata board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the per share merger consideration to be received by the holders of shares of Medidata common stock (other than the holders of excluded shares) pursuant to the merger agreement, as of the date of the opinion, and does not, address any other aspects or implications of the merger. Morgan Stanley’s opinion was not intended to, and does not constitute advice or a recommendation as to how Medidata’s stockholders should vote at any stockholders’ meeting, to be held in connection with the merger or to take any other action with respect to the merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Medidata, and which formed a substantial basis for its opinion. At Medidata’s direction, Morgan Stanley’s analyses relating to the business and financial prospects of Medidata for purposes of its opinion were based on the financial forecasts. With respect to the financial forecasts, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the then best currently available estimates and judgments of Medidata’s management of the future financial performance of Medidata. Morgan Stanley expressed no view as to the financial forecasts nor the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the final merger agreement would not differ in any material respects from the draft merger agreement provided to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived by holders of shares of the Medidata common stock in the merger. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith. Morgan Stanley is not a legal, tax, regulatory or actuarial advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Medidata and its legal, tax, regulatory and actuarial advisors with respect to legal, tax, regulatory and actuarial matters.

Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation (other than the Per Share Consideration in respect of the shares of Medidata common stock held by them) to any of Medidata’s officers, directors or employees, or any class of such persons, relative to the per share merger consideration to be received by the holders of shares of Medidata common stock (other than the holders of excluded shares) in the merger. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to other business or financial strategies that might have been available to Medidata, nor did it address the underlying business decision of Medidata to enter in to the merger agreement or proceed with any other transaction contemplated by the merger agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Medidata, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, June 11, 2019. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion delivered on June 11, 2019, and the preparation of its written opinion letter dated June 11, 2019 to the Medidata board of directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 7, 2019, and is not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon the financial forecasts, which are more fully described below under the section entitled “The Merger (Proposal 1) — Financial Forecasts.”

Comparable Company Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Medidata with comparable publicly available consensus equity analyst research estimates for selected companies, selected based on Morgan Stanley’s professional judgement and experience, that share similar business characteristics and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). The following list sets forth the comparable companies that were reviewed in connection with this analysis:

Vertical SaaS:

Healthcare IT:

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“AV”), which Morgan Stanley defined as fully-diluted market capitalization plus debt, preferred equity and non-controlling interest (as applicable) less cash and cash equivalents, to (i) estimated revenue (“AV/Revenue”) and (ii) estimated EBITDA, unburdened by stock-based compensation expenses, (“AV/EBITDA”), for calendar years 2019 and 2020, of Medidata and each of the comparable companies based on publicly available financial information for comparison purposes. For the AV calculation of Medidata, Morgan Stanley included the book value of certain contingent consideration payable by Medidata as reported on March 31, 2019 in Medidata’s 10-Q as a debt-like item, and also considered marketable securities as cash and cash equivalents.

For purposes of this analysis of the comparable companies, Morgan Stanley utilized publicly available estimates of revenue and EBITDA, unburdened by stock based compensation expenses (to conform to Medidata’s non-GAAP internal reporting), compiled by Thomson Reuters, prepared by equity research analysts, available as of June 7, 2019.

The following table presents the results of this analysis:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/Revenue and AV/EBITDA for calendar years 2019 and 2020, as set forth in the table below. Medidata estimated revenue used in this analysis as set forth in the financial forecasts was $740 million and $861 million for 2019 and 2020, respectively, and Medidata estimated EBITDAO* was $179 million and $221 million for 2019 and 2020, respectively. Morgan Stanley then applied those representative ranges to the corresponding Medidata statistic as set forth in the financial forecasts. Based on the issued and outstanding shares of Medidata’s common stock on a fully-diluted basis of approximately 64 million shares as determined using the treasury stock method, including the impact of the estimated conversion factors of certain Medidata performance based restricted stock units, as provided by Medidata as of June 3, 2019 (the latest information available at the time of calculation) and estimated net cash as provided by Medidata as of June 30, 2019 of $127 million, the analysis resulted in estimated implied value per share of Medidata’s common stock, rounded to the nearest $1.00, as follows:

No company utilized in the public trading comparables analysis is identical to Medidata. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Medidata’s control. These include, among other things, the impact of competition on Medidata’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medidata and the industry, and in the financial markets in general.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the merger. Morgan Stanley compared publicly available statistics for selected transactions that announced between January 1, 2014 and June 7, 2019 involving businesses that Morgan Stanley judged to be similar in certain respects to Medidata’s business and aspects thereof based on Morgan Stanley’s experience and familiarity with Medidata’s industry. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the merger, most notably because they were in the software sector and each had a transaction AV of greater than $2 billion and the target’s revenue growth over the next twelve month period was less than 30%. Morgan Stanley reviewed the transactions below for, among other things, the ratio of the AV of each transaction to each target company’s revenue for the 12-month period following the transaction announcement date based on publicly available estimates as of the date of such announcement (“NTM revenue”).

Based on the results of this analysis and its professional judgment and experience, Morgan Stanley applied an AV/NTM revenue range of 6.0x to 8.0x to Medidata’s projected NTM revenue as of June 30, 2019 of $817 million, which, at the direction of Medidata management, it calculated as the sum of Q3 2019 and Q4 2019 projected revenue and 50% of 2020 projected revenue, in each case as set forth in the financial forecasts. Based on the issued and outstanding shares of Medidata’s common stock on a fully-diluted basis of approximately 64 million shares as determined under the treasury stock method, including the impact of the estimated conversion factors of certain Medidata performance based restricted stock units, as provided by Medidata as of June 3, 2019 (the latest information available at the time of calculation) and estimated net cash as provided by Medidata as of June 30, 2019 of $127 million, this analysis resulted in estimated implied value per share of Medidata’s common stock, rounded to the nearest $1.00, of $78.00 to $104.00.

No company or transaction utilized in the precedent transactions analysis is identical to Medidata or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Medidata’s control. These include, among other things, the impact of competition on Medidata’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medidata and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow (“DCF”) analysis to derive an implied fully diluted equity value per share reference range for Medidata’s common stock.

A DCF analysis is designed to provide an implied value of a company by calculating the present value of estimated future unlevered free cash flows and terminal value of the company. The “unlevered free cash flows” or “free cash flows” refer to a calculation of the future cash flows of an asset without including in such calculation any debt-servicing costs. For purposes of Morgan Stanley’s DCF analysis, unlevered free cash flow was calculated as EBITDAO less depreciation and amortization, less stock-based compensation, less taxes, plus depreciation and amortization, less capital expenditures, less increases in net working capital and plus decreases in net working capital. The present value of a terminal value, representing the value of unlevered free cash flows beyond the end of the forecast period, is added to arrive at a total aggregate value. Outstanding debt and debt-like items are subtracted and outstanding cash and cash equivalents are added to arrive at an equity value. For purposes of the DCF analysis, estimated net cash as provided by Medidata as of June 30, 2019 of $127 million was utilized. The equity value is then divided by the fully diluted share count of approximately 64 million shares as determined under the treasury stock method, which was based on the outstanding basic shares and dilutive securities schedule provided to Morgan Stanley by Medidata, including the impact of the estimated conversion factors of certain Medidata performance based restricted stock units, as provided by Medidata as of June 3, 2019 (the latest information available at the time of calculation) in order to arrive at an implied value per share of common stock.

Morgan Stanley calculated a range of implied present values (as of June 30, 2019) of the unlevered free cash flows that Medidata was forecasted to generate as contained in the financial forecasts during Q3 2019 through Q4 2023. In addition, for the periods of 2024 through 2033, based upon the guidance and direction of Medidata management, Morgan Stanley extrapolated unlevered free cash flows that Medidata was forecasted to generate during such period, which extrapolations were reviewed by Medidata and approved for Morgan Stanley’s use in connection with its financial analyses and rendering its fairness opinion, and calculated a range of implied present values (as of June 30, 2019) of the unlevered free cash flows during such period.

Morgan Stanley also calculated a range of terminal values for Medidata at December 31, 2033 by applying a perpetual growth rate ranging from 2.0% to 4.0% to the normalized unlevered free cash flows of Medidata for calendar year 2033. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and the range of terminal values were then discounted to present values at June 30, 2019 using a mid-year discount convention and range of discount rates from 8.9% to 9.9%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Medidata’s estimated weighted average cost of capital. The market data used to calculate the estimated weighted average cost of capital, as well as the estimated cost of equity (as described below), was based on market data as of April 18, 2019 (the last trading day prior to the publication of a report disclosing Parent’s potential interest in acquiring Medidata), except for the assumed risk free rate used therein, which was based on market data as of June 7, 2019.

This analysis indicated a range of implied equity value per share for Medidata common stock, rounded to the nearest $1.00, of $63.00 to $94.00.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of that company’s estimated future financial performance and a theoretical range of trading multiples. The resulting estimated future implied value is subsequently discounted back to the present day at Medidata’s cost of equity in order to arrive at an illustrative estimate of the present value for Medidata’s theoretical future implied stock price.

Using the financial forecasts, Morgan Stanley calculated ranges of implied equity values per share of Medidata’s common stock as of June 30, 2019. To calculate the discounted equity value per share of Medidata common stock, Morgan Stanley used NTM Revenue as of December 31, 2020 (as provided in the financial forecasts). Morgan Stanley calculated the future equity value per share of Medidata common stock at the end of calendar year 2020 by applying a revenue multiple range of 5.0x to 7.0x (which Morgan Stanley selected based on the application of Morgan Stanley’s professional judgment and experience) to Medidata’s NTM Revenue as of December 31, 2020 in order to reach a future implied aggregate value, and then subtracted the projected net cash

of $212 million, including the cumulative impact of stock based compensation from June 30, 2019, as of December 31, 2020 to reach a future implied equity value, which was then divided by Medidata’s fully diluted share count of approximately 64 million shares as determined under the treasury stock method, which was based on the outstanding basic shares and dilutive securities schedule provided to Morgan Stanley by Medidata, including the impact of the estimated conversion factors of certain Medidata performance based restricted stock units, as provided by Medidata as of June 3, 2019 (the latest information available at the time of calculation). Morgan Stanley then discounted the resulting implied future equity value per share to June 30, 2019, at a discount rate equal to Medidata’s assumed mid-point cost of equity of 9.5%. The cost of equity was selected based on the application of Morgan Stanley’s professional judgment and experience and the Capital Asset Pricing Model, with the market data used to calculate the estimated cost of equity based on market data as of April 18, 2019 (the last trading day prior to the publication of a report disclosing Parent’s potential interest in acquiring Medidata), except for the assumed risk free rate used therein, which was based on market data as of June 7, 2019. Based on these calculations, this analysis indicated a range of implied equity value per share for Medidata common stock, rounded to the nearest $1.00, of $71.00 to $98.00 per share.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley's financial analysis with respect to its opinion, but which were noted as reference data for the Medidata board of directors, including the following.

Illustrative Leveraged Buyout Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might affect a leveraged buyout of Medidata under current market conditions. Morgan Stanley based its analysis on the financial forecasts. Morgan Stanley assumed a transaction date of June 30, 2019, and a 5.5 year investment period ending December 31, 2024. Morgan Stanley also made certain other assumptions, including (i) a multiple of 7.0x of total debt to leverageable Medidata EBITDAO of $209 million, which debt financing consisted of a first lien term loan representing 5.25x Medidata’s $209 million leverageable EBITDAO and a second lien term loan representing 1.75x Medidata’s $209 million leverageable EBITDAO, (ii) debt financing and transaction expenses based on prevailing market terms at the time of the analysis (including (x) an interest rate on the first lien term loan of LIBOR plus 4.50% and (y) an interest rate on the second lien term loan of LIBOR plus 8.50%), (iii) a range from 6.0x to 8.0x of AV/LTM revenue exit multiples, and (iv) a target range of annualized internal rates of return for the financial sponsor of 17.5% to 22.5%. Morgan Stanley selected the leverageable EBITDAO, leverage multiple, financing terms, exit multiple and target internal rate of return based upon the application of its professional judgment and experience. Based on these calculations, this analysis indicated a range of implied equity value per share for Medidata common stock, rounded to the nearest $1.00, of $60.00 to $88.00 per share.

Equity Research Analysts’ Price Target Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for Medidata’s common stock prepared and published by equity research analysts prior to April 18, 2019 (the last trading day prior to the publication of a report disclosing Parent’s potential interest in acquiring Medidata). These targets reflected each analyst’s estimate of the future public market trading price of Medidata’s common stock. The range of undiscounted analyst price targets for Medidata’s common stock was $74.00 to $92.00 per share as of April 18, 2019 as reported by Capital IQ. Morgan Stanley discounted the range of analyst price targets per share for our common stock by one year at a rate of 9.5%, which discount rate was selected by Morgan Stanley, upon the application of its professional judgment and experience and the Capital Asset Pricing Model, to reflect Medidata’s mid-point cost of equity, with the market data used to calculate the estimated cost of equity based on market data as of April 18, 2019 (the last trading day prior to the publication of a report disclosing Parent’s potential interest in acquiring Medidata), except for the assumed risk free rate used therein, which was based on market data as of June 7, 2019. This analysis indicated an implied range of equity values for Medidata’s common stock, rounded to the nearest $1.00, of $68.00 to $84.00 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Medidata’s common stock, and these estimates are subject to uncertainties, including the future financial performance of Medidata and future financial market conditions.

Historical Trading Range Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historical trading range of shares of Medidata common stock for the period commencing on April 18, 2018, and ending on April 18, 2019 (the last trading day prior to the publication of a report disclosing Parent’s potential interest in acquiring Medidata). Morgan Stanley observed that, during this period, the high and low closing prices of Medidata common stock, rounded to the nearest $1.00, were $88.00 and $60.00 per share, respectively.

General

In connection with the review of the merger by the Medidata board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Medidata. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond Medidata’s control. These include, among other things, the impact of competition on Medidata’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medidata and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share merger consideration to be received by the holders of shares of Medidata’s common stock (other than the holders of excluded shares) pursuant to the merger agreement and in connection with the delivery of its oral opinion on June 11, 2019, to the Medidata board of directors.

The per share merger consideration to be received by the holders of shares of Medidata’s common stock (other than the holders of excluded shares) pursuant to the merger agreement was determined through arm’s length negotiations between Medidata and Parent and was approved by the Medidata board of directors. Morgan Stanley acted as financial advisor to the Medidata board of directors during these negotiations but did not, however, recommend any specific form or amount of consideration to Medidata or the Medidata board of directors, nor did Morgan Stanley opine that any specific form or amount of consideration constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Medidata’s stockholders should vote at any stockholders’ meeting that may be held in connection with the merger, or whether the stockholders should take any other action in connection with the merger. In addition, Morgan Stanley’s opinion did not in any manner address the prices at which shares of Medidata common stock will trade at any time.

Morgan Stanley’s opinion and its presentation to the Medidata board of directors was one of many factors taken into consideration by the Medidata board of directors in deciding to approve and adopt the merger agreement, declare the advisability of the merger agreement and approve the transactions contemplated thereby, including the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Medidata board of directors with respect to the per share merger consideration pursuant to the merger agreement or of whether the Medidata board of directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley, together with its affiliates, is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent and its affiliates, Medidata, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided Medidata financial advisory services and a financial opinion, described in this section and attached as Annex B to this proxy statement, in connection with the merger. Medidata has agreed to pay Morgan Stanley a fee of approximately $37 million for its services, approximately $3.5 million of which was payable in connection with the delivery of the fairness opinion and approximately $33.5 million of which is contingent upon consummation of the merger. Medidata has also agreed to reimburse Morgan Stanley for its reasonable and documented expenses, including fees of outside counsel and other professional advisors, incurred from time to time in connection with this engagement. In addition, Medidata has agreed to indemnify Morgan Stanley and its affiliates, its and their respective directors, officers, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against certain losses, claims, damages or liabilities, including certain liabilities under the federal securities laws, relating to, arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of its opinion, except for its current engagement as financial advisor to Medidata, Morgan Stanley and its affiliates have not been engaged on any financial advisory or financing assignments for Medidata or Parent, and have not received any fees for such services from either Medidata or Parent during this time. Morgan Stanley and its affiliates may seek to provide financial advisory or financing services to Medidata or Parent in the future and would expect to receive fees for the rendering of these services.

Financial Forecasts

In connection with Medidata’s evaluation of the merger, Medidata management prepared non-public financial forecasts as to the potential future performance of Medidata for the fiscal years 2019-2023, which we refer to as the “financial forecast.” Medidata provided the Medidata board of directors, and its advisors, including Morgan Stanley, with the financial forecast in connection with its financial analyses summarized under “The Merger — Opinion of Morgan Stanley & Co. LLC” beginning on page 42. The financial forecast and the extrapolated forecast (as defined herein) are collectively referred to herein as the forecasts.

Medidata does not normally publicly disclose long-term forecasts or projections as to future revenue, earnings or other results. However, the management of the Company prepared the forecasted financial information set forth under “The Merger — Opinion of Morgan Stanley & Co. LLC” beginning on page 42 for the purpose described above. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Company's management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the forecasts are presented with numerical specificity, the forecasts reflect numerous assumptions and estimates as to future events made by our management, including with respect to demand for Medidata’s products and services, capital expenditure levels for the applicable periods and other matters, many of which are difficult to predict and subject to significant economic and competitive uncertainties beyond Medidata’s control, that our management believed in good faith were reasonable at the time the forecasts were prepared, taking into

account the relevant information available to management at the time. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results. Important factors that may affect actual results and cause the forecasts not to be achieved include general economic and financial conditions, industry performance, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and other factors described or referenced under the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 19. In addition, the forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger or any impact should the merger fail to be compensated. As a result, there can be no assurance that the forecasts will or would be realized, and actual results may be materially better or worse than those contained in the forecasts.

The forecasts are not a reliable indication of future results, and Medidata and its directors, officers, managers, affiliates, representatives and advisors do not endorse the forecasts as such, and they do not make any representation to readers of this document concerning the ultimate performance of Medidata or the combined company compared to the forecasts. Medidata is including the forecasts in this document solely because they were among the financial information made available to the Medidata board of directors and Morgan Stanley in connection with their evaluation of the merger, and not to influence your decision on how to vote on the merger or for any other purpose. The inclusion of the forecasts in this document does not constitute an admission or representation by us that the information is material.

The forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Medidata contained in our public filings with the SEC. Our management reviewed the forecasts with the Medidata board of directors, which considered the forecasts in connection with its evaluation and approval of the merger agreement and the merger.

The forecasts constitute forward-looking statements. For information on factors that may cause Medidata’s future results to materially vary, see the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 19.

We do not intend, and expressly disclaim any responsibility, to update or otherwise revise the forecasts to reflect circumstances existing after the date when Medidata prepared the forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Some or all of the assumptions underlying the forecasts may have changed since the date the forecasts were prepared.

Certain of the measures included in the forecasts may be considered non-GAAP financial measures, including EBITDAO and unlevered free cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Medidata may not be comparable to similarly titled amounts used by other companies.

Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Morgan Stanley for purposes of its financial analysis as described above in the section entitled “The Merger (Proposal 1) — Opinion of Morgan Stanley & Co. LLC” beginning on page 42 or by the Medidata board of directors in connection with its consideration of the merger. Accordingly, we have not provided a reconciliation of the financial measures included in the forecasts.

For purposes of the forecasts, EBITDAO is defined by Medidata management as GAAP EBIT, unburdened by depreciation, amortization, stock-based compensation, and acquisition related bonuses. Morgan Stanley derived Unlevered Free Cash Flow for purposes of its financial analyses based on the forecasts provided by Medidata management. Unlevered Free Cash Flow was calculated as EBITDAO less depreciation and amortization, less stock-based compensation, less taxes, plus depreciation and amortization, less capital expenditures, less increases in net working capital and plus decreases in net working capital.

In light of the foregoing factors and the uncertainties inherent in the forecasts set forth above, Medidata’s shareholders are cautioned not to place undue, if any, reliance on forecasts.

Financial Forecasts

The following table reflects selected metrics reflected in, or derived from, the financial forecast:

Note: Dollars in millions.

Summary of Extrapolated Forecast

In addition, for the periods of 2024 through 2033, based upon the guidance and direction of Medidata management, Morgan Stanley extrapolated unlevered free cash flows that Medidata was forecasted to generate during such period, which extrapolations were reviewed by Medidata and approved for Morgan Stanley’s use in connection with its financial analyses and rendering its fairness opinion, summarized under “The Merger (Proposal 1) — Opinion of Morgan Stanley & Co. LLC” beginning on page 42. Morgan Stanley prepared the extrapolated forecast by assuming, as directed by Medidata management, that 2024 to 2033 annual revenue growth rates would decline linearly from the forecasted 2023 annual revenue growth rate to a 3.0% annual revenue growth rate by 2033, among other assumptions directed by Medidata management. As directed by Medidata management, Morgan Stanley selected an assumed growth rate on the assumption that growth will regress to long term market growth rates. The assumed growth rate and the extrapolated forecast do not otherwise reflect Medidata management’s expectations, estimates or assumptions regarding prospective industry conditions or other commercial, operational and financial judgments or assessments regarding the future prospects of Medidata. The extrapolated forecast is not fact and should not be relied upon as necessarily indicative of actual future results.

The following table reflects selected metrics reflected in, or derived from, the extrapolated forecast:

Note: Dollars in millions.

Financing of the Merger

Parent’s obligations under the merger agreement are not subject to any financing condition. Parent and Merger Sub have represented to Medidata that they will have, as of immediately prior to the effective time, available cash resources in an aggregate amount sufficient to enable Parent and Merger Sub to consummate the

transactions contemplated by the merger agreement upon the terms contemplated by the merger agreement, to pay all of the merger consideration payable in respect of each share of Medidata common stock pursuant to the terms of the merger agreement, including amounts payable in respect of Medidata’s equity awards under the merger agreement and the indebtedness outstanding under Medidata’s credit agreement, and to pay all associated fees and expenses. Parent expects to finance the merger through cash on hand and proceeds from debt financing.

Dassault Systèmes has delivered to Medidata’s legal advisors a complete and accurate copy of a executed facilities agreement (with certain redactions of commercial information), dated as of the date of the merger agreement, with Crédit Agricole Corporate and Investment Bank, Goldman Sachs International, MUFG Bank, LTD. and Société Générale, which we refer to collectively as the “original lenders.” Pursuant to the facilities agreement, upon the terms and subject to the conditions set forth therein, the original lenders will provide to Dassault Systèmes an aggregate amount of up to EUR 4,450,000,000, consisting of (i) a bridge facility in an aggregate principal amount of EUR 3,000,000,000, (ii) a term loan facility in an aggregate principal amount of EUR 1,000,00,000 and (iii) a revolving facility in an aggregate principal amount of EUR 450,000,000 (which may be increased to EUR 750,000,000 as part of the syndication), which we refer to collectively as the “facilities.”

The funding of the facilities is contingent on the satisfaction of customary conditions, including the consummation of the merger, substantially concurrently with the funding, in accordance with the merger agreement.

The bridge facility and the term loan facility are available until the earlier of (i) the closing of the merger, and (ii) June 11, 2020. The revolving facility is available on and after the closing for ongoing general corporate purposes.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Medidata board of directors that you vote to adopt the merger agreement, you should be aware that aside from their interests as stockholders of the Company, the Company’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of other stockholders of the Company generally. The members of the Medidata board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the stockholders of the Company that the merger agreement be adopted. See the section entitled “The Merger (Proposal 1) — Background of the Merger” and the section entitled “The Merger (Proposal 1) — Reasons for the Merger; Recommendation of the Medidata Board of Directors.”

The Company’s stockholders should take these interests into account in deciding whether to vote “FOR” the proposal to adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified within the narrative disclosure and the table below. The transactions contemplated by the merger agreement will be a “change in control,” “change of control,” or term of similar meaning for purposes of the Company’s executive compensation and benefit plans described below.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section titled “— Quantification of Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below, were used:

Treatment of Company Equity Awards

As a result of the merger, the treatment of Medidata’s stock options (“Options”), performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) that are outstanding immediately prior to the closing of the merger, including those held by non-employee members of our board of directors and our executive officers, will be as described in this section.

For purposes of this section and the merger agreement, the “equity award conversion ratio” is the quotient obtained by dividing (1) the merger consideration ($92.25), by (2) the volume weighted average sales prices per share of Guarantor’s 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 of the merger (and expressed in US dollars at the dollar-euro conversion rate published by the European Central Bank for each such trading day).

Options

To the extent not exercised prior to the closing of the merger, each outstanding Option (whether or not vested) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the total number of shares of common stock then covered by such Option multiplied by (2) the excess, if any, of $92.25 per share over the exercise price per share under such Option, to be paid within two business days following the closing of the merger.

Each outstanding Option with an exercise price per share equal to or greater than $92.25 per share will be cancelled without consideration upon the closing of the merger.

Performance Stock Units

Each outstanding PSU held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee PSU”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor’s ordinary shares (each such award, an “adjusted employee PSU”). The adjusted employee PSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee PSUs immediately prior to the closing of the merger (except that the performance-based vesting conditions applicable to such employee PSUs prior to the effective time will not apply from and after the effective time), and will relate to a number of Guarantor’s ordinary shares equal to the product obtained by multiplying (1) the number of shares of Medidata common stock subject to the employee PSUs immediately prior to the closing of the merger based on the attainment of the applicable performance metrics (x) for those employee PSUs that vest based on performance metrics related to total stockholder return, at the actual level of performance through the closing of the merger, as determined in good faith and consistent with past practice by the Medidata board of directors or a committee thereof, (y) for those employee PSUs that vest based on performance metrics related to data science, at the greater of the actual level of performance through the closing date (if calculable), as determined in good faith and consistent with past practice by the Medidata board of directors or a committee thereof, or the target level of performance, and (z) for each other employee PSU, at the target level of performance, multiplied by (2) the equity award conversion ratio, with any fractional shares rounded to the nearest whole number of shares.

Each PSU outstanding immediately prior to the closing of the merger that is not an employee PSU (including PSUs held by our directors, if any) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee PSU immediately prior to the closing of the merger, taking into account the attainment of applicable performance metrics in accordance with the merger agreement and as summarized in the previous paragraph, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

Restricted Stock Awards

Each outstanding RSA that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSA”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor ordinary shares (each such award, an “adjusted employee RSA”). The

adjusted employee RSAs will include the right to accrue dividend equivalents, and the other terms and conditions of such adjusted employee RSAs will be substantially the same as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSAs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSAs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSA immediately prior to the closing of the merger, by (2) the equity award conversion ratio, with any fractional shares rounded to the nearest whole number of shares.

Each RSA outstanding immediately prior to the closing of the merger that is not an employee RSA (including any RSA held by our directors) will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSA, to be paid in accordance with the procedures for holders of shares of common stock.

Restricted Stock Units

Each outstanding RSU that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSU”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor’s ordinary shares (each such award, an “adjusted employee RSU”). The adjusted employee RSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSUs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSUs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSU immediately prior to the closing of the merger, by (2) the equity award conversion ratio, with any fractional shares rounded to the nearest whole number of shares.

Each RSU outstanding immediately prior to the closing of the merger that is not an employee RSU (including any RSU held by our directors) will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSU, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

Summary of Director Equity Awards

At the effective time, each outstanding Option, PSU, RSA and RSU held by Medidata’s non-employee directors will vest and be cancelled and converted into the right to receive merger consideration, in each case, as described above in the section entitled “— Treatment of Company Equity Awards.” Medidata’s non-employee directors do not hold any unvested Options, unvested PSUs or unvested RSUs. At July 19, 2019, Medidata’s non-employee directors held unvested RSAs as follows: Messrs. Dominguez, Kurtz, McCulloch and Shapiro, 2,799 shares; Dr. Rivas, 7,081 shares; and Mr. Taylor, 3,135 shares. In addition, at that date, the following non-employee directors held currently vested and exercisable options to purchase shares of our common stock as follows: Messrs. Dominguez and McCulloch, 16,852; and Mr. Shapiro, 9,708. The following table identifies the outstanding unvested RSAs held by each of Medidata’s non-employee directors and the payments each of them can expect to receive for such awards (taking into account any RSAs that are expected to vest in accordance with their terms at the effective time, as calculated by multiplying the per share merger consideration by the number of RSAs).

Quantification of Company Equity Awards upon Termination of Employment

At the effective time, each outstanding PSU, RSA and RSU held by Medidata’s executive officers will convert into restricted stock units with respect to Guarantor ordinary shares, in each case, as described above in the section entitled “— Treatment of Company Equity Awards.” Pursuant to the terms of these awards, if an executive officer’s employment is terminated by Medidata without “cause” or by the executive officer under circumstances which would constitute “good reason”, in each case, within two years following a change in control, all outstanding converted equity awards held by such executive officer would fully vest upon such termination of employment. In general, for purposes of the converted equity awards, “cause” and “good reason” have the meanings applicable to the executive officers under the Executive Change in Control Agreements, as amended by the Executive Employment Agreements and Letter Agreements (each as defined below).

See the section entitled “— Quantification of Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” for an estimate of the aggregate amounts that would become payable to the Company’s named executive officers in respect of their unvested equity awards under the Executive Change in Control Agreements, as amended by the Executive Employment Agreements and Letter Agreements, based on the assumptions set forth therein.

Treatment of Purchase Rights under the Employee Stock Purchase Plan

After the date of the merger agreement, (1) no employees (who are not currently participants) will become participants in the ESPP, (2) no new purchase periods (as defined in the ESPP) may commence and (3) current participants in the ESPP may not alter their payroll deduction elections (other than to discontinue their participation in and withdraw their accumulated contributions from the ESPP) or make separate non-payroll contributions to the ESPP. Prior to the effective time, Medidata must terminate the final purchase period (to the extent it would otherwise be outstanding as of the effective time), make any pro rata adjustments as may be necessary, and cause the exercise of each outstanding purchase right pursuant to the ESPP. On the exercise date, which shall be no later than 10 business days prior to the date on which the effective time occurs, Medidata will apply the funds credited within each participant’s payroll withholding account to the purchase of whole shares of common stock, and such shares shall be entitled to the merger consideration. As of the effective time, the ESPP will be terminated.

Severance Payments Upon Termination of Employment

The Company has entered into Executive Change in Control Agreements with each of its executive officers (the “Executive Change in Control Agreements”). The Executive Change in Control Agreements were amended by Executive Employment Agreements and Letter Agreements, dated as of June 11, 2019, which are described in detail below.

Change of Control Agreements. The Executive Change in Control Agreements provide for the following severance payments and benefits upon a qualifying termination of employment without “cause” (as defined below) or for “good reason” (as defined below) within the two years following a change in control (but, as described below, the Executive Employment Agreements and Letter Agreements amend this protected period to one year following the closing of the merger):

In the event that payments and benefits due to an executive trigger an excise tax under Section 4999 of the Code or any similar tax imposed, the Executive Change in Control Agreements provide that payments and benefits payable under the Executive Change in Control Agreements will be reduced (but not below zero) until no payments or benefits trigger such excise tax. However, the foregoing limitation will not apply if the executive officer would be better off  (on an after-tax basis) receiving all payments and benefits due and paying all applicable excise and income taxes. The executives are required to bear the expense of any and all excise taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code.

The Executive Change in Control Agreements further provide that the executive will be entitled to select and retain counsel at the Company’s expense in connection with its good faith initiation or defense of any litigation or other legal action to enforce the executive officer’s rights under his Change of Control Agreement.

Under the Executive Change in Control Agreements, (1) “cause” is generally defined as a termination of employment if one of the following events occur: (a) an executive officer’s willful failure (except where due to physical or mental incapacity) or refusal to perform in any material respect the duties and responsibilities of employment which is not corrected within ten days following written notice of such conduct by the Company; (b) misappropriation of the assets or business opportunities of the Company or its affiliates; (c) embezzlement or fraud committed by the executive, at executive’s direction, or with executive’s prior personal knowledge; or (d) executive’s conviction of, or plea of guilt or nolo contendere to, the commission of a felony, and (2) “good reason” is generally defined as (a) a material diminution of duties or responsibilities in a manner inconsistent with executive’s position prior to a change in control, or which has or is reasonably likely to have a material adverse effect on executive’s status or authority; (b) a relocation by more than 50 miles of executive’s principal place of business; (c) a reduction of executive’s rate of salary or annual incentive opportunity or a breach of a material provision of any written employment or other agreement with executive.

For certain executive officers who have entered into the Executive Employment Agreements and the Letter Agreements, which are described below in detail, the definition of “good reason” is amended so that the first prong (a) and the third prong (c) are replaced with the following: (a) a material diminution of duties or responsibilities in a manner inconsistent with executive’s position at the Company as a business unit of Parent (it being understood that (A) a change to executive’s duties or responsibilities as a result of the Company no longer being a publicly-traded entity or executive no longer reporting to or interacting with the board of directors of the Company or Parent will not constitute good reason or, for those agreements with executive officers other than Mr. Sherif, the Chief Executive Officer of the Company will not constitute good reason) and (B) a change in the executive’s title after the change in control (which does not also result in a diminution in duties or responsibilities) shall not, by itself, constitute a good reason or, for those agreements with executive officers other than Mr. Sherif, so long as such change was initiated or approved solely by Tarek Sherif; and (c) a reduction of executive’s rate of salary or annual cash-based incentive opportunity or a breach of a material provision of the Letter Agreement or the Executive Employment Agreement, as applicable, and the Executive Change in Control Agreement (as amended by the Letter Agreement or the Executive Employment Agreement, as applicable).

Executive Employment Agreements and Letter Agreements. On June 11, 2019, Guarantor, Parent and the Company entered into the Executive Employment Agreements (the “Executive Employment Agreements”) with each of Messrs. Sherif, Bergmann and de Vries; and the Letter Agreements (the “Letter Agreements”) with each of Ms. Larsen and Messrs. Otner, Pray, and Shannon.

The Executive Employment Agreements provide for the terms and conditions of, among other things, the executive’s base salary and annual cash incentive bonus opportunity, eligibility to receive stock options or free performance shares and any long-term incentive plan for which the executive may be selected in the future, and entitlement to participate in employee benefit plans sponsored by Parent. The Executive Employment Agreements provide that each of the annual base salary and target annual cash incentive opportunity for Messrs. Sherif and de Vries will be equal to $639,600. The Executive Employment Agreement with Mr. Bergmann provides for an annual base salary of $520,000 and a target annual cash incentive opportunity equal to $390,000.

Further, the Executive Employment Agreements provide that subject to the terms and conditions therein, the Company may terminate the executive’s employment with or without cause during the period commencing on the effective date and ending on the first anniversary thereof (the “protected period”). Following the protected period, the Company may terminate the executive’s employment for “cause” upon written notice, or at any time other than for cause upon thirty (30) days advance written notice to the executive. The executive may terminate his employment during the protected period with or without “good reason” (as defined in the Executive Change in Control Agreement as set forth above and as amended by the applicable Executive Employment Agreement as set forth above), or following the protected period for any reason. In the event that the executive terminates his employment during the protected period without good reason or, following the protected period, for any reason, the executive must provide thirty (30) days advance written notice to the Company. During the protected period, the executive will remain eligible to receive a severance benefit in accordance with such executive’s Executive Change in Control Agreement.

In general, the Letter Agreements provide that an executive will be entitled to receive a lump sum cash retention bonus equal to one year’s salary on the twelve month anniversary of the effective date (the “vesting date”), subject to the executive’s continued employment with the Company or one of its affiliates through the vesting date (the “retention bonus”), to be paid no later than ten business days after the vesting date. If the executive’s employment is terminated by the Company without cause or by the executive for “good reason” (as defined in the applicable Executive Change in Control Agreement and as amended by the applicable Letter Agreement as set forth above) prior to the vesting date, then the executive will receive the retention bonus at the same time as the executive’s cash severance benefit is paid pursuant to such executive’s Executive Change in Control Agreement. Under the terms of the Letter Agreements, Ms. Larsen and Messrs. Otner, Pray, and Shannon will receive a cash retention bonus in the amount of $416,000 for Ms. Larsen, $374,400 for Mr. Otner, and $431,600 for Messrs. Pray and Shannon.

With respect to each of the Executive Employment Agreements and the Letter Agreements, for purposes of any equity- or equity-based awards granted by the Company prior to the effective date that is converted into a Grantor restricted stock unit in accordance with the terms of the merger agreement, such converted equity awards will vest upon a termination of employment by the Company without “cause” or by the executive for “good reason”, during the period commencing on the effective date and ending on the second anniversary of the effective date. Each of the executives will be subject to certain customary confidentiality, non-competition, non-solicitation and non-hiring restrictions subject to the terms and conditions of their respective Executive Employment Agreements or Letter Agreements, as applicable.

Retention Bonus Agreement with Guarantor

Guarantor entered into a retention bonus agreement with Mr. Bergmann, which provides for the payment of a cash retention bonus equal to $520,000. The retention bonus will vest and become payable as of the closing date of the merger, subject to Mr. Bergmann’s continued employment with Medidata through such date. Mr. Bergmann will forfeit the retention bonus in the event that his employment with Medidata terminates prior to the closing date.

Quantification of Payments and Benefits to the Company’s Executive Officers upon Termination of Employment

See the section entitled “— Quantification of Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” for an estimate of the amounts that would become payable to the Company’s named executive officers under the Executive Change in Control Agreements, as amended by the Executive Employment Agreements, based on the assumptions set forth therein.

Based on the assumptions described above under “— Certain Assumptions,” the estimated aggregate value of the amounts that would become payable and the benefits that would be provided under the Executive Change in Control Agreements, as amended by the Executive Employment Agreements and Letter Agreements, to the Company’s two executive officers who are not named executive officers is set forth in the table below. For purposes of this estimate, it is assumed that no executive officer incurs legal fees in enforcing his or her rights under the Executive Change in Control Agreements and that no executive officer receives payments or benefits that trigger an excise tax under Sections 280G and 4999 of the Code.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification from the surviving corporation and coverage under directors’ and officers’ liability insurance policies for acts or omissions occurring before the effective time. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Additional and Agreements — Indemnification and Insurance.”

Quantification of Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each “named executive officer” of the Company that is based on, or otherwise related to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion in the section entitled “— Interests of the Company’s Directors and Executive Officers in the Merger” above. For Messrs. Sherif and de Vries, the payments and benefits described below do not materially differ from those payments and benefits under arrangements existing prior to the date of the merger agreement.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before the effective time of the merger. For purposes of calculating the below amounts, in addition to the assumptions described in the footnotes to the table below, the following assumptions were used:

Golden Parachute Compensation

The amounts in this column are further explained in the chart immediately below.

The amounts in this column are further explained in the chart immediately below.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of common stock whose shares are exchanged for cash pursuant to the merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the Code, applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the IRS with respect to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes:

This discussion applies only to U.S. holders of shares of common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to a U.S. holder that is subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, traders, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain expatriates, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations, or other pass-through entities or investors in such partnerships, S corporations or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders who will hold, directly, indirectly or constructively, an equity interest in the surviving corporation, and U.S. holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of shares of common stock who exercise appraisal rights in connection with the merger under the DGCL.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of common stock, you should consult your tax advisor.

This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any U.S. federal, state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares.

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of common stock surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of common stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Clearances

Antitrust Clearance

United States. Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information has been furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. On June 25, 2019, the Company and Parent’s ultimate parent company filed their respective Notification and Report Forms with the Antitrust Division and the FTC. At any time before or after the expiration of the statutory waiting periods under the HSR Act, or before or after the effective time, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. The FTC granted early termination of the applicable waiting period under the HSR Act on July 8, 2019.

Germany. The merger is subject to review by BKartA, Germany’s independent competition authority. Pursuant to ARC, notification to the BKartA of the merger is required and the merger may not be consummated unless and until the merger is cleared by the BKartA either by written approval or by expiration of a one-month waiting period, unless the BKartA notifies Dassault Systèmes within the one-month waiting period of the initiation of an in-depth investigation, in which case the waiting period would be extended for an additional three months. There can be no assurance that the BKartA will accept the filings, will not extend the deadlines, or will not challenge the merger on competition or other grounds or, if such a challenge is made, of the results thereof. Dassault Systèmes filed the required notice form with the BKartA on July 1, 2019.

Although neither the Company nor Parent believes that the merger will violate the antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

CFIUS Clearance

To complete the merger, CFIUS clearance must be obtained. For purposes of this proxy statement and the merger agreement, CFIUS clearance requires that (1) the parties have received a written notice issued by CFIUS stating either (a) that CFIUS has concluded that the transactions contemplated by the merger agreement are not a “covered transaction” and not subject to review under applicable law or (b) that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement, and has concluded all action under the DPA or (2) either (a) the President of the United States has determined not to use his powers pursuant to the DPA to unwind, suspend, condition or prohibit the consummation of the transactions contemplated by the merger agreement or (b) the period allotted for presidential action under the DPA has passed without any determination by the President.

Assuming timely receipt of the required regulatory clearances and satisfaction of other closing conditions, we currently expect to complete the merger in the third or fourth calendar quarter of 2019.

Commitments to Obtain Approvals

Upon the terms and subject to the conditions set forth in the merger agreement, Guarantor, Parent, Merger Sub and Medidata agreed to use reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) and to assist and cooperate with each other in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, as promptly as practicable, the merger and the other transactions contemplated by the merger agreement, including using reasonable best efforts to obtain as promptly as practicable and maintain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from any governmental authorities and make all necessary registrations, declarations and filings with any governmental authorities that are necessary to consummate the merger. These approvals include approvals under the HSR Act and ARC. In furtherance of the foregoing, Dassault Systèmes has agreed to effect certain divestitures and other dispositions, subject to certain specified limitations under the merger agreement. For a more complete description, please see the section entitled “The Merger Agreement.”

Furthermore, each of Guarantor, Parent, Merger Sub and Medidata (and their respective affiliates, if applicable) agreed to use its reasonable best efforts to obtain CFIUS clearance as promptly as practicable, including, considering in good faith any request by CFIUS that Guarantor, Parent or Merger Sub enter into any form of mitigation agreement. However, Guarantor and Parent and their respective affiliates will not be required to accept any condition, restriction or other action required by CFIUS that reasonably in good faith could be considered by the Guarantor as burdening or negatively affecting Guarantor’s or its affiliates’ ability to retain or operate Guarantor’s, Medidata’s or their respective affiliates’ businesses, operations, product lines or assets from and after the closing of the merger.

Delisting and Deregistration of Company Common Stock

If the merger is completed, the common stock of the Company will be delisted from the NASDAQ and deregistered under the Exchange Act.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to provide any factual information about Medidata or modify or supplement any factual disclosures about Medidata in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Medidata. The merger agreement contains representations and warranties by, and covenants of, Medidata, Guarantor, Parent and Merger Sub which were made only for purposes of the merger agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Medidata’s public disclosures. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Additional information about Medidata may be found elsewhere in this proxy statement and Medidata’s other public filings. See the section entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, at the closing of the merger, (1) Merger Sub will be merged with and into Medidata, (2) the separate corporate existence of Merger Sub will thereupon cease and (3) Medidata shall survive the merger as a wholly-owned subsidiary of Parent. From and after the closing of the merger, Medidata, as the surviving corporation of the merger will possess all properties, rights, privileges, powers and franchises of Medidata and Merger Sub, and all of the debts, liabilities and duties of Medidata and Merger Sub will become the debts, liabilities and duties of Medidata, as the surviving corporation.

Effective as of, and immediately following, the closing of the merger, the board of directors of the surviving corporation will consist of the directors of Merger Sub immediately prior to the closing of the merger, to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. From and after the closing of the merger, unless determined otherwise by Parent, the officers of Medidata immediately prior to the closing of the merger will be the officers of the surviving corporation, until their successors are duly appointed or until their earlier death, resignation or removal. At the closing of the merger, the certificate of incorporation of Medidata as the surviving corporation will be amended in the form attached to the merger agreement, and the bylaws of Merger Sub, as in effect immediately prior to the closing of the merger, will become the bylaws of the surviving corporation, in each case, until thereafter amended.

When the Merger Becomes Effective

The closing of the merger will take place at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, New York, New York 10019 on a date (the “closing date”) and at a time to be agreed upon by Parent and Medidata (but no later than the fifth business day after the satisfaction or waiver (to the extent permitted) of all of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions)), unless another date or place is agreed to in writing by the parties.

On the closing date, Parent, Medidata and Merger Sub shall file a certificate of merger with the Secretary of State of the State of Delaware. The merger shall become effective at such time as the certificate of merger has been filed with the Secretary of State of the State of Delaware or at such time as is agreed between the parties and specified in the certificate of merger.

Effect of the Merger on the Common Stock

At the closing of the merger, each issued and outstanding share of common stock (other than cancelled shares and dissenting shares) will be converted into the right to receive the merger consideration (which is $92.25 per share, without interest and less any applicable withholding taxes) upon the terms and subject to the conditions set forth in the merger agreement. All shares converted into the right to receive the merger consideration will be cancelled at the closing of the merger.

Treatment of Company Equity Awards

As a result of the merger, the treatment of Medidata’s stock options (“Options”), performance stock unit (“PSUs”), restricted stock award (“RSAs”) and restricted stock unit (“RSUs”) that are outstanding immediately prior to the closing of the merger will be as follows:

Options

To the extent not exercised prior to the closing of the merger, each outstanding Option (whether or not vested) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the total number of shares of common stock then covered by such Option multiplied by (2) the excess, if any, of $92.25 per share over the exercise price per share under such Option, to be paid within two business days following the closing of the merger.

Each outstanding Option with an exercise price per share equal to or greater than $92.25 per share will be cancelled without consideration upon the closing of the merger.

Performance Stock Units

Each outstanding PSU held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee PSU”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor’s ordinary shares (each such award, an “adjusted employee PSU”). The adjusted employee PSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee PSUs immediately prior to the closing of the merger (except that the performance-based vesting conditions applicable to such employee PSUs prior to the effective time will not apply from and after the effective time), and will relate to a number of Guarantor’s ordinary shares equal to the product obtained by multiplying (1) the number of shares of Medidata common stock subject to the employee PSUs immediately prior to the closing of the merger based on the attainment of the applicable performance metrics (x) for those employee PSUs that vest based on performance metrics related to total stockholder return, at the actual level of performance through the closing of the merger, as determined in good faith and consistent with past practice by the Medidata board of directors, (y) for those employee PSUs that vest based on performance metrics related to data science, at the greater of the actual level of performance through the closing date (if calculable), as determined in good faith and consistent with past practice by the Medidata board of directors or a committee thereof, or the target level of performance, and (z) for each other employee PSU, at the target level of performance, multiplied by (2) the equity award conversion ratio (as defined below), with any fractional shares rounded to the nearest whole number of shares.

Each PSU outstanding immediately prior to the closing of the merger that is not an employee PSU will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee PSU immediately prior to the closing of the merger, taking into account the attainment of applicable performance metrics in accordance with the merger agreement and as summarized in the previous paragraph, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

Restricted Stock Awards

Each outstanding RSA that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSA”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor ordinary shares (each such award, an “adjusted employee RSA”). The adjusted employee RSAs will include the right to accrue dividend equivalents, and the other terms and conditions of such adjusted employee RSAs will be substantially the same as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSAs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSAs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSA immediately prior to the closing of the merger, by (2) the equity award conversion ratio (as defined below), with any fractional shares rounded to the nearest whole number of shares.

Each RSA outstanding immediately prior to the closing of the merger that is not an employee RSA will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSA, to be paid in accordance with the procedures for holders of shares of common stock.

Restricted Stock Units

Each outstanding RSU that is held by a grantee who is an employee of Medidata immediately prior to the closing of the merger (each, an “employee RSU”) will generally be assumed and converted into a restricted stock unit with respect to Guarantor’s ordinary shares (each such award, an “adjusted employee RSU”). The adjusted employee RSUs will have the same terms and conditions as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the employee RSUs immediately prior to the closing of the merger, except that the number of Guarantor’s ordinary shares subject to the adjusted employee RSUs will equal the product obtained by multiplying (1) the total number of shares of Medidata common stock subject to such employee RSU immediately prior to the closing of the merger, by (2) the equity award conversion ratio (as defined below), with any fractional shares rounded to the nearest whole number of shares.

Each RSU outstanding immediately prior to the closing of the merger that is not an employee RSU will become fully vested and will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $92.25 per share and (2) the number of shares of Medidata common stock subject to such non-employee RSU, to be paid within two business days following the closing of the merger (or, to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, to be paid on the earliest date that payment will not trigger such tax or penalty).

For purposes of this proxy statement and the merger agreement, the “equity award conversion ratio” is the quotient obtained by dividing (1) the merger consideration, by (2) the volume weighted average sales prices per share of Guarantor’s ordinary shares for the 10 full consecutive trading days ending on and including the business day that is three business days immediately prior to the effective date of the merger agreement (and expressed in US dollars at the dollar-euro conversion rate published by the European Central Bank for each such trading day).

Treatment of Purchase Rights under the Employee Stock Purchase Plan

After the date of the merger agreement, the Medidata board of directors took action so that (1) no employees (who were not then participants) could become participants in the Company Employee Stock Purchase Plan (the “ESPP”), and (2) the purchase period (as defined in the ESPP) in effect as of the date of the merger agreement was the final purchase period and no new purchase periods would commence thereafter.

Payment for Common Stock in the Merger

Prior to the closing of the merger, Parent will select a bank or trust company (the identity and terms of designation and appointment of which will be reasonably acceptable to Medidata), which we refer to as the “payment agent,” to make payments of the merger consideration to Medidata’s stockholders in accordance with the terms of the merger agreement. On the closing date, Guarantor or Parent will deposit or cause to be deposited with the payment agent cash sufficient to pay the aggregate merger consideration to which Medidata stockholders become entitled to at the effective time under the terms of the merger agreement.

Promptly, and in no event later than five business days, following the closing of the merger, the payment agent will mail to each record holder of common stock certificates that represented issued and outstanding shares of Medidata common stock that were converted into the right to receive the merger consideration, which we refer to as “certificates,” a letter of transmittal specifying that delivery will be effected, and risk of loss and title to any such certificates will pass, only upon the delivery of such certificates (or an affidavit of loss in lieu thereof and, if required by Parent or the payment agent, an indemnity bond) to the payment agent, and providing instructions for effecting the surrender of certificates in exchange for the merger consideration payable in respect thereof pursuant to the terms of the merger agreement.

Upon surrender of a certificate (or an affidavit of loss in lieu thereof and, if required by Parent or the payment agent, an indemnity bond) to the payment agent and upon delivery of a duly executed letter of transmittal, in the proper form, and such other documents as may be required, the holder of such certificates will be entitled to receive their portion of the merger consideration (less any applicable withholding taxes) in exchange therefor and such surrendered certificate will be cancelled. If payment of the merger consideration is to be made to a person other than the person in whose name any certificate is registered, the certificate must be properly endorsed and the person requesting payment must have paid (or establish as paid or not required to be paid) any transfer or similar taxes required in conjunction with payment of the merger consideration.

No holder of non-certificated shares of common stock represented by book-entry, which we refer to as “book-entry shares,” will be required to deliver a certificate or, in the case of book-entry shares held through the Depository Trust Company (“DTC”), an executed letter of transmittal, to the payment agent to receive the merger consideration that such holder is entitled to receive pursuant to the terms of the merger agreement. Instead, each holder of record of any book-entry share held through DTC whose shares of common stock were converted into the right to receive merger consideration will, upon receipt of an “agent’s message” by the payment agent (or other evidence the payment agent may reasonably request), be entitled to receive their portion of the merger consideration (less any applicable withholding taxes) and such book-entry shares will be cancelled. As reasonably promptly as practicable, and in no event later than five business days, after the closing of the merger, the payment agent will mail to each holder of record of book-entry shares not held through DTC whose shares of common stock were converted into the right to receive merger consideration a letter of transmittal providing instructions for the surrender of such book-entry shares in exchange for the merger consideration payable in respect thereof pursuant to the terms of the merger agreement. Upon receipt of an “agent’s message” by the payment agent (or other evidence the payment agent may reasonably request), the holder of such book-entry shares not held through DTC will be entitled to their portion of the merger consideration (less any applicable withholding taxes) in exchange therefore and such book-entry shares will be cancelled. Payment will only be made to the person in whose name the book-entry share is registered.

At the closing of the merger, the stock transfer books or ledger of Medidata will be closed and there will be no further registration of transfers of Medidata common stock. If, after the closing of the merger, certificates or book-entry shares are presented to the surviving corporation for any reason, such certificates or book-entry shares will be cancelled and exchanged as provided in the merger agreement (subject, in the case of dissenting shares, to applicable law).

If any cash deposited with the payment agent is not claimed within 12 months following the closing of the merger, such cash will be returned to Parent, upon demand, and any holders of common stock who have not

complied with the exchange procedures in the merger agreement will thereafter look only to Parent and the surviving corporation as general creditor for payment of the merger consideration.

Representations and Warranties

The merger agreement contains representations and warranties of Medidata, Parent and Merger Sub, and Guarantor.

Some of the representations and warranties in the merger agreement made by Medidata are qualified as to “materiality” or “Company material adverse effect.” For purposes of the merger agreement, “Company material adverse effect” means any change, effect, event, occurrence, fact, condition or development (each a “change,” and collectively, “changes”) that (a) individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, operations, properties, assets, liabilities (contingent or otherwise), financial condition or results of operations of Medidata and its subsidiaries, taken as a whole or (b) would or would reasonably be expected to prevent, materially delay or materially impair the ability of Medidata to consummate the merger or to perform any of its material obligations under the merger agreement without material delay; provided, however, that, in no event will any of the following changes (by itself or when aggregated or taken together with any and all other changes) be taken into account when determining whether there has been, would be or would reasonably be expected to occur a “Company material adverse effect”:

Notwithstanding the foregoing, if any of the first six items described in the above bullet points has a disproportionate adverse effect on Medidata and its subsidiaries, taken as a whole, relative to other companies that operate in the industries in which Medidata and its subsidiaries operate, such changes will be taken into account when determining whether a Company material adverse effect has occurred.

In the merger agreement, Medidata has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

In the merger agreement, Parent and Merger Sub have made customary representations and warranties to Medidata that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

In the merger agreement, Guarantor made customary representations and warranties to Medidata that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

Conduct of Business Pending the Merger

The merger agreement provides that, except as (1) expressly contemplated by the merger agreement, (2) set forth in the confidential disclosure letter to the merger agreement delivered by Medidata to Parent, or (3) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the signing of the merger agreement and the earlier of the termination of the merger agreement in accordance with its terms and the closing of the merger, Medidata will, and will cause each of its subsidiaries to:

In addition, Medidata has also agreed that, except as (1) expressly contemplated by the merger agreement, (2) set forth in the confidential disclosure letter to the merger agreement delivered by Medidata to Parent, or

(3) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the signing of the merger agreement and the earlier of the termination of the merger agreement in accordance with its terms and the closing of the merger, Medidata will not, and will cause each of its subsidiaries not to, among other things: