Accelrys, Inc. (NASDAQ: ACCL) and Symyx Technologies, Inc. (NASDAQ:
SMMX) today announced that they have signed a merger agreement that
will establish a new leader in scientific informatics software.
The merger, structured as a tax-free, all-stock merger of
equals, was approved by both companies' Boards of Directors. On a
combined basis, Accelrys and Symyx have a pre-announcement market
capitalization of approximately $335 million, cash reserves of
approximately $150 million (net of transaction costs), and no debt.
Under the terms of the agreement, Symyx shareholders will receive
0.7802 shares of Accelrys common stock for each share of Symyx.
Following the completion of the merger, Accelrys and Symyx
shareholders will each own approximately 50 percent of the combined
company. After a period of initial integration, full year net cost
synergy savings are expected to be in the range of $10 million -
$15 million. Additionally, the transaction is expected to be
materially accretive to Non GAAP Earnings per Share.
The merger is expected to be completed by the end of June 2010,
subject to customary closing conditions, shareholder and regulatory
approvals.
Max Carnecchia, chief executive officer of Accelrys, will serve
as chief executive officer of the combined company. Isy Goldwasser,
chief executive officer of Symyx Technologies, will serve a
transitional role in the combined company. The company will be
headquartered in San Diego, California.
"Scientific R&D organizations are challenged by the need to
increase productivity and performance while grappling with budget
pressures, restructuring, changes in scientific processes, and
globally dispersed operations," said Max Carnecchia, chief
executive officer of Accelrys. "These forces are creating profound
changes in the processes of scientific discovery and the way
R&D teams interact. New software solutions are urgently
required to address these fundamental changes, and the merger of
Accelrys and Symyx creates a new, leading-force in the industry to
address this situation."
"The merger of Accelrys and Symyx creates a differentiated
company that is uniquely qualified to advance the state of the
scientific informatics software industry," said Isy Goldwasser,
chief executive officer of Symyx Technologies. "No other company
combines our deep domain knowledge in chemistry, biology and
materials science, enterprise software capabilities (in scientific
data management, decision support and analytics), professional
expert services, and a broad choice of partners. This powerful and
synergistic combination with Accelrys allows us to meet the
changing needs of our customers by delivering more agile, flexible
and open scientific R&D environments through adaptive
end-to-end workflow solutions."
The combined company will have more than 1,350 customers,
including 29 of the top 30 biopharmaceutical companies, all five
top chemical companies, all five top aerospace companies, three of
the five top consumer packaged goods companies, a number of top US
Federal Government Agencies, as well as many top academic
institutions.
About Accelrys, Inc. Headquartered in San
Diego, California, Accelrys develops scientific business
intelligence software and solutions for the life sciences, energy,
chemicals, aerospace, and consumer products industries. Customers
include many Fortune 500 companies and other commercial entities,
as well as academic and government entities. Accelrys has a vast
portfolio of computer-aided design modeling and simulation
offerings which assist customers in conducting scientific
experiments 'in silico' in order to reduce the duration and cost of
discovering and developing new drugs and materials. Its scientific
business intelligence platform underlies the company's
computer-aided design modeling and simulation offerings. The
Accelrys platform can be used with both Accelrys and competitive
products, as well as with customers' proprietary predictive science
products. Its flexibility, ease-of-use and advanced chemical, text
and image analysis and reporting capabilities enable customers to
mine, aggregate, analyze and report scientific data from disparate
sources, thereby better utilizing scientific data within their
organizations. For more information about Accelrys, visit
www.accelrys.com.
About Symyx Technologies, Inc. Symyx
Technologies, Inc. (NASDAQ: SMMX) helps R&D-based companies in
life sciences, chemicals, energy, and consumer and industrial
products achieve breakthroughs in innovation, productivity, and
return on investment. Symyx software and scientific databases power
laboratories with the information that generates insight, enhances
collaboration and drives productivity. Products include a
market-leading electronic laboratory notebook, decision support
software, chemical informatics and sourcing databases. Information
about Symyx, including reports and other information filed by Symyx
with the Securities and Exchange Commission, is available at
www.symyx.com.
Financial Advisors Jefferies &
Company, Inc., acted as financial advisors to Accelrys and UBS
Investment Bank acted as financial advisors to Symyx.
Conference Call Accelrys will conduct a
conference call at 9.00am EDT on April 5, 2010 to discuss the
merger. To participate, please dial (866) 393-7459 (or
+1-706-643-4624 if outside the United States) and enter the access
code 67120774, approximately 15 minutes before the scheduled start
of the call. The conference call will also be accessible live on
the Investor Relations section of the Accelrys website at
www.accelrys.com.
A replay of the conference call will be available online in the
Investor Relations section of the Accelrys website and via
telephone by dialing (800) 642-1687 (+1-706-645-9291 outside the
United States) and entering access code 67120774, beginning 12.00pm
EDT from April 5, 2010 through 11.59pm EDT on May 5, 2010.
Forward-Looking Statements Certain
statements in this press release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements relate to a variety of matters,
including but not limited to: the timing and anticipated completion
of the proposed merger; the benefits and synergies expected to
result from the proposed merger; the anticipated customer base for
Accelrys and Symyx following the completion of the proposed merger;
and other statements that are not purely statements of historical
fact. These forward-looking statements are made on the basis of the
current beliefs, expectations and assumptions of the management of
Accelrys and Symyx and are subject to significant risks and
uncertainty. Investors are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking
statements speak only as of the date they are made, and neither
Accelrys nor Symyx undertakes any obligation to update or revise
these statements, whether as a result of new information, future
events or otherwise.
Factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but
are not limited to: any operational or cultural difficulties
associated with the integration of the businesses of Accelrys and
Symyx; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger; unexpected costs, charges or expenses resulting
from the proposed merger; litigation or adverse judgments relating
to the proposed merger; risks relating to the consummation of the
contemplated merger, including the risk that the required
stockholder approval might not be obtained in timely manner or at
all or that other closing conditions will not be satisfied; the
failure to realize synergies and cost savings from the transaction
or delay in realization thereof; any difficulties associated with
requests or directions from governmental authorities resulting from
their reviews of the transaction; and any changes in general
economic and/or industry-specific conditions. Additional factors
that could cause actual results to differ materially from those
described in the forward-looking statements are set forth in the
Annual Report on Form 10-K of Accelrys for the year ended March 31,
2009, which was filed with the SEC on May 26, 2009, under the
heading "Item 1A -- Risk Factors" and in the Annual Report on Form
10-K of Symyx for the year ended December 31, 2009, which was filed
with the SEC on February 26, 2010, under the heading "Item 1A --
Risk Factors," and in subsequent reports on Forms 10-Q and 8-K and
other filings made with the SEC by each of Accelrys and Symyx.
Accelrys and Symyx also noted that a preliminary, draft press
release relating to their transaction was inadvertently
disseminated on April 2, 2010. The companies retract the errant
April 2 release, which was issued in error.
Important Merger Information and Additional
Information and Where to Find It This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. In
connection with the proposed merger, Accelrys and Symyx will file
relevant materials with the SEC, including the filing by Accelrys
of a Registration Statement on Form S-4 containing a joint proxy
statement/prospectus. Investors are strongly urged
to read the joint proxy statement/prospectus when it becomes
available and other documents filed with the SEC by Accelrys and
Symyx, because they will contain important information about
Accelrys, Symyx and the proposed merger. The joint proxy
statement/prospectus and other documents that will be filed by
Accelrys and Symyx with the SEC will be available free of charge at
the SEC's website, www.sec.gov, by directing a request when such a
filing is made to Accelrys, Inc., 10188 Telesis Court, San Diego,
California 92121-1761, Attention: Corporate Secretary or by
directing a request when such a filing is made to Symyx
Technologies, Inc., 3100 Central Expressway, Santa Clara,
California 95051, Attention: Corporate Secretary.
Accelrys, Symyx and their respective directors and certain of
their executive officers may be considered participants in the
solicitation of proxies in connection with the proposed merger.
Information about the directors and executive
officers of Accelrys is set forth in Accelrys' most recent
definitive proxy statement, which was filed with the SEC on July
21, 2009. Information about the directors and executive officers of
Symyx is set forth in Symyx's most recent definitive proxy
statement, which was filed with the SEC on April 29, 2009.
Certain directors and executive officers of Accelrys and Symyx may
have direct or indirect interests in the proposed merger due to
securities holdings, pre-existing or future indemnification
arrangements, vesting of options or rights to severance payments if
their employment is terminated following the proposed merger.
Investors may obtain additional information regarding the interests
of such participants by reading the joint proxy
statement/prospectus Accelrys and Symyx will file with the SEC when
it becomes available.
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