**SAN RAFAEL, Calif., January 15, 2020 /PRNewswire/** — Autodesk, Inc. (NASDAQ: ADSK), today disclosed receipt of an unsolicited “mini-tender” proposal from TRC Capital Investment Corporation to acquire up to 1 million shares, representing roughly 0.45% of Autodesk's total outstanding shares, at $176.00 per share. This offer is approximately 4.84% lower than the closing share price of Autodesk's common stock on January 3, 2020, which stood at $184.95—the last trading day before TRC Capital’s proposal—and about 8.00% below the closing price of $191.11 on January 14, 2020. Attached is an image for reference: [Image: (PRNewsfoto/Autodesk, Inc.)] Autodesk does not support TRC Capital’s mini-tender offer and strongly advises its shareholders to decline the proposal and refrain from tendering their shares. The offered price is significantly below the current market value of Autodesk shares, and the offer is contingent upon several conditions, including TRC Capital securing adequate financing. Additionally, Autodesk has no affiliation with TRC Capital or its initiative. TRC Capital has previously made similar unsolicited mini-tender offers targeting other publicly traded companies. These mini-tender offers aim to purchase less than 5% of a company’s shares, thereby bypassing many of the regulatory disclosures and procedural requirements imposed by the Securities and Exchange Commission (SEC) for larger tender offers. Consequently, these smaller-scale offers lack the legal safeguards typically afforded to investors under U.S. securities law. For further insight, the SEC provides investor guidance on mini-tender offers at www.sec.gov/investor/pubs/minitend.htm. The advisory warns that such offers often catch investors off guard. Many individuals mistakenly believe the quoted price includes a premium, only to discover later that they are unable to retract their decision and could end up selling at submarket rates. Similar risks exist here, as TRC Capital’s proposal carries the potential to disadvantage individual investors who might inadvertently sell their shares at a discount. Autodesk encourages its shareholders to verify current market quotes, carefully review the terms of the offer, consult with their brokers or financial advisors, and proceed cautiously when considering TRC Capital’s mini-tender offer. Stockholders who have yet to respond to the offer are urged to take no action. Those who have already tendered their shares are informed they can withdraw them by following the instructions outlined in TRC Capital’s offering documents, with the deadline set for 12:01 a.m. Eastern Time on February 5, 2020. Autodesk also calls upon brokers, dealers, and other market participants to familiarize themselves with the SEC’s communication regarding broker-dealer mini-tender dissemination and disclosures, accessible at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, as well as the NASD Notice to Members 99-53 from July 1999, found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf. Finally, Autodesk requests that this press release be included in all distributions related to TRC Capital’s offer. **About Autodesk** Autodesk develops software solutions for creators of all kinds. Whether you’ve marveled at a luxury vehicle, admired a modern architectural marvel, used a cutting-edge smartphone, or enjoyed a blockbuster film, chances are you’ve encountered the work of Autodesk users. We empower our global community to design and create limitless possibilities. For more information, visit autodesk.com or follow us on Twitter at @autodesk. **Trademark Information** Autodesk is a registered trademark of Autodesk, Inc., and/or its subsidiaries and affiliates in the U.S. and/or other countries. Other brand names, product names, or trademarks belong to their respective owners. Autodesk reserves the right to modify product features, service offerings, and pricing without prior notice and assumes no liability for typographical or graphic errors. **Copyright 2020 Autodesk, Inc. All Rights Reserved.** **SOURCE:** Autodesk, Inc. [Image: (PRNewsfoto/Autodesk, Inc.)]

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