Lectra Acquires Investronica Sistemas; The Acquisition of Spanish-Based World Number Three Player Significantly Strengthens Lectra's World Leadership

PARIS & MADRID, Spain--Jan. 5, 2004--Lectra and Spanish group Induyco today announced the acquisition of Investronica Sistemas by Lectra.

Investronica Sistemas, World Number Three Player

Founded in 1980, Investronica Sistemas was initially created to serve the needs of Spanish-based group Induyco, one of Europe's largest apparel companies. Investronica Sistemas rapidly developed its activities outside the group, on a worldwide basis, enjoying a strong reputation for its technology.

With 2002 revenues of EUR 58 million and EUR 0.7 million in net income, and active in the same market sectors as Lectra and with similar product lines, Investronica Sistemas is today number three worldwide, behind Lectra (number one) and US-based Gerber Technology (number two). Investronica Sistemas holds very strong positions in Spain -- its home country -- and Italy, as well as in Eastern Europe and South America, and has built more recently growing activities in China, India and South East Asia.

Investronica Sistemas has developed over the years a solid customer base, counting more than 6,000 customers and 20,000 CAD/CAM systems installed. Its customers include, in the apparel sector: Aqua Marine, Armani, Benetton, Canali, Christian Dior, Dolce & Gabanna, Ermenegildo Zegna, Gucci, Ittierre, La Perla, Levi's, Loewe, Mango, Mario Pucci, Ralph Lauren, Stefanelli and Vestebene; and in the transportation and industrial fabrics sectors: Aerospatiale, Audi, BMW, Daimler Benz Aerospatiale, Daewoo, Delphi, Fiat, Ford, Gamesa, Lear, M.B.B, Mercedes, Nissan, Renault, Seat, Toyota and Volkswagen.

With close to 200 employees, 60% of which are based in Spain, Investronica Sistemas -- contrary to Lectra -- has concentrated its direct sales and service operations mainly in Spain and Italy, and developed its worldwide business through an indirect sales and service network of agents and distributors (representing 25% of its global revenues vs. 7% for Lectra).

Financial Terms and Conditions of the Acquisition

The transaction has been approved today by the Boards of Directors of both Induyco (Investronica Sistemas' sole shareholder) and Lectra.

The financial terms of the transaction combine the acquisition of 100% of Investronica Sistemas shares for EUR 6 million in cash and 1 million Lectra shares (i.e. a total price of approximately EUR 12.25 million based on Lectra's closing stock price of December 31, 2003), and the repayment of Induyco's long term loan to Investronica Sistemas of EUR 39.2 million. Excluding the loan from Induyco, Investronica Sistemas has a small positive net cash position.

The total consideration of the transaction (approximately EUR 51.5 million) will be paid in four quasi -- equal installments (at closing, and on June 30, 2004, 2005 and 2006) from Lectra's net cash and treasury shares, with no bank financing and no dilution for Lectra's shareholders.

At September 30, 2003, Lectra had a shareholders' equity of EUR 79 million, no debt and EUR 50 million in net cash, and held 1.9 million treasury shares (which value is approximately EUR 12 million, based on based on Lectra's closing stock price of December 31, 2003). Lectra generated a free cash flow of EUR 12 million in the first nine months of 2003.

From an accounting standpoint, the consolidation of Investronica Sistemas into Lectra's accounts will start as of January 1, 2004. The expected impact of the acquisition on the financial prospects of the company will be reported together with the release of Lectra's 2003 annual financial statements, on February 10, 2004, after the close of Euronext.

Combined Synergies and Future Development

With more than 1,500 employees and 16,000 customers combined, Lectra intends to develop and leverage significant synergies from the two companies' own assets and complementarities in all fields of operations: from R&D to manufacturing, sales and services.

The combination of Investronica Sistemas' and Lectra's existing technologies and R&D teams will significantly increase Lectra's uncontested technology leadership, and offer customers the best of breed and broadest product range, enabling them to devise new models of organization, production and distribution in response to their new strategic challenges.

Foremost among these is the need to cut costs and enhance productivity and quality, to compete globally, and manage de-localizations and relocations of manufacturing, while factoring in issues relating to security and geopolitical stability, and to develop secure electronic information sharing platforms.

In parallel, Lectra will offer Investronica Sistemas' customers access to its unique service organization around the world, with a service staff of more than 500, 3 International Call Centers and 3 International Advanced Technology Centers, in which Lectra's full product lines are displayed.

"I am glad to see Investronica Sistemas join the Lectra group, the world leader in our industry," said Cesar Alvarez, Member of the Board and General Manager of Induyco

"I am glad to see Investronica Sistemas join the Lectra group, the world leader in our industry. We have grown Investronica Sistemas from start up to its current position. In a world that is changing so fast, led by globalization, I wanted to take the initiative now to give Investronica Sistemas the strongest means to leverage the assets we have developed. We are convinced of the success of the new organization which will be created through the integration of Investronica Sistemas into the Lectra group. To prove our commitment, we are becoming partners in the project, by entering Lectra's capital," said Cesar Alvarez.

"I am sure that Fernando Alonso, Investronica Sistemas' long time General Manager to whom we owe Investronica Sistemas' successful growth will, together with Lectra's management team, ensure the best continuity for our employees and our customers."

"The acquisition of Investronica Sistemas comes at the right moment in time to embark on a new strategy of conquest," said Daniel Harari, Lectra's Chief Executive Officer

"I welcome Investronica Sistemas' employees and customers in the Lectra family. Our customers' technology needs, in all our market sectors, are greater now than ever before, if they are to tackle the major challenges now facing them. The combined companies will bring them the guarantee of the most extensive, powerful, state-of-the-art technologies and unrivalled service," said Daniel Harari.

"Since 2001, despite especially tough global economic conditions, Lectra has successfully forged its own solutions in order to continue to grow profitably. We have simultaneously bolstered Lectra's key operating ratios, and accelerated structural programs to 're-invent' our company while steering clear of adopting a defensive strategy.

"Thanks to our extremely solid financial fundamentals, which have been further strengthened in 2003, we are well prepared to continue to finance vigorous sustainable organic growth as soon as the world economy turns positive again, and were ready to seize external growth opportunities. The acquisition of Investronica Sistemas comes at the right moment in time to embark on a new strategy of conquest. I anticipate that it will be the first of a well-thought series of targeted acquisitions in a market that will, sooner or later, re-organize and consolidate itself -- and Lectra is the best partner to lead this strategic move.

"Thanks to Investronica Sistemas and to Lectra's own organic growth, Lectra's revenues will now represent close to 1.8 times those of our main historic competitor, Gerber Technology, against the 30% lead we enjoy today, and the 4% lead we enjoyed only 15 months ago. The combined companies will now be, by far, the uncontested leader in all major European countries; they are well positioned to accelerate expansion in Eastern Europe, India, East Asia and Greater China, our other growth drivers of tomorrow," added Daniel Harari.

About Lectra: Lectra is the number one worldwide in the design and distribution of software and hardware dedicated to the major industrial users of textiles, leather and other soft materials, supplying a comprehensive array of associated services for the development of complete solutions, from product design to manufacture to retailing. Lectra is present on all major markets, including fashion, apparel and retailing, luggage & leather goods, footwear, furniture & furnishings, transportation (the automotive, aerospace and marine industries), together with other industries working with industrial fabrics and composite materials.

With a staff of 1,350 worldwide, Lectra generates close to 90% of its revenues outside France, thanks to its unique international network serving more than 10,000 customers in over 100 countries.

Lectra's shares (code ISIN FR0000065484) are traded on the Second Marche of the Euronext Paris exchange (in the NextEconomy segment). They figure among the European stocks making up the Euronext Next 150 index, and also among the French stocks making up the SBF 250, Midcac and Second Marche indexes of Euronext Paris.

Learn more about Lectra at www.lectra.com, e-mail: investor.relations@lectra.com.