Symyx Technologies, Inc. (NASDAQ: SMMX) today announced that in
a June 19, 2010 meeting its board of directors determined that a
revised proposal received on June 17, 2010 from Certara
Corporation, Tripos International and Pharsight Corporation
(collectively referred to as “Certara”) and Vector Capital
(“Vector”) (collectively the “Certara/Vector proposal”) to acquire
all of the outstanding capital stock of Symyx for $5.75 per share
in cash, does not constitute a Company Superior Offer as defined in
the Symyx merger agreement dated April 5, 2010 with Accelrys, Inc.
(NASDAQ: ACCL) (the “Accelrys Agreement”), would not be likely to
result in a Company Superior Offer and is not in the best interests
of Symyx stockholders. The board’s decision was unanimously
supported by all directors present, which included the entire board
other than a director who recused himself due to a conflict of
interest.
In consultation with Symyx’s management, financial advisor and
outside counsel, the Symyx board thoroughly considered the revised
Certara/Vector proposal and made its determination based on a
number of factors, including:
- The revised Certara/Vector
proposal to acquire all of the outstanding capital stock of Symyx
for $5.75 per share in cash is inadequate from a financial point of
view to Symyx stockholders when considered against the potential
value of Symyx as a standalone company. The revised Certara/Vector
proposal is also inadequate in comparison to the value of the
Accelrys Agreement, under which Symyx stockholders will receive
0.7802 of a share of Accelrys common stock for each share of Symyx
they own and participate in the upside potential inherent in a
combined Accelrys-Symyx through an approximately 50% ownership
stake of the combined company.
- The revised Certara/Vector
proposal includes documentation that does not provide sufficient
certainty to closure necessary to protect Symyx stockholders, which
Symyx had emphasized to Certara/Vector as a key factor given
Certara’s status as a competitor of Symyx. As specific examples,
the revised Certara/Vector proposal is revocable for an
unacceptable period of time, allowing Certara/Vector to revoke its
proposal at any time prior to the vote of Symyx stockholders or
termination of the Accelrys Agreement, putting Symyx and its
stockholders at risk with potentially no transaction for the
Company to consummate. The revised Certara/Vector proposal also
made it unclear as to when the Company would receive a signed
merger agreement from Certara/Vector.
- Despite the full cooperation of
Symyx, including engaging in active discussions, assisting in due
diligence (granting access to substantially the same information
provided to Accelrys in connection with Accelrys’s due diligence
investigation of Symyx) and providing data room access, on June 17,
2010, Certara/Vector submitted its latest revised proposal to
acquire all of the outstanding capital stock of Symyx for $5.75 per
share in cash. This proposal was $1.00 per share, or 14.8%, lower
than its May 24, 2010, proposal to acquire all of the outstanding
capital stock of Symyx for $6.75 per share in cash, which Symyx’s
board previously concluded constituted a proposal that would
reasonably be expected to result in a Company Superior Offer.
The Symyx board on June 19, 2010, also reaffirmed its commitment
to and support of the definitive merger agreement with Accelrys. In
particular, the Symyx board reaffirmed its recommendation to Symyx
stockholders that Symyx stockholders vote “FOR” the adoption of the
merger agreement with Accelrys. As previously announced on April 5,
2010, Symyx and Accelrys signed a definitive merger agreement,
structured as a tax-free, all-stock merger of equals, under which
Symyx stockholders would receive 0.7802 of a share of Accelrys
common stock for each share of Symyx they own. Following the
completion of the merger, Accelrys and Symyx stockholders will each
own approximately 50 percent of the combined company. The merger is
scheduled to close in the beginning of July 2010, subject to
stockholder approval and customary closing conditions.
The Symyx board believes the transaction with Accelrys is in the
best interests of all Symyx stockholders. On a pro forma basis,
Accelrys and Symyx have a pre-announcement market capitalization of
approximately $335 million (and a market capitalization of
approximately $390 million as of June 18, 2010), cash reserves of
approximately $150 million (net of transaction costs) and no debt.
Pro forma revenues are expected to be greater than $160 million on
an annual basis during the first year of combined operations. For
calendar 2011, the combined company expects to achieve full-year
net synergies in the range of $10-15 million and for the
transaction to be materially accretive to non-GAAP earnings per
share.
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.
Symyx’s Special Meeting of Stockholders to vote on and approve
the Accelrys Agreement will be held on Wednesday, June 30, 2010 at
10 a.m. PT at Camino Ramon, Suite 300, San Ramon, California 94583.
Whether or not stockholders are able to attend the Special Meeting
in person, the Symyx board urges all stockholders to vote “FOR” the
transaction by signing and dating and returning their proxy cards.
Internet and telephone voting options are also available and easy
to follow instructions may be found in the proxy. Even if
stockholders have already voted against the transaction, they can
still change their vote. Signing a proxy card today cancels any
card previously signed. Only the latest dated proxy counts. Symyx
stockholders who have questions about the merger, need assistance
submitting their proxy or voting their shares should contact the
Company's proxy solicitor, MacKenzie Partners, toll-free at (800)
322-2885.
UBS Investment Bank is acting as financial advisor to Symyx and
Cooley LLP is acting as Symyx’s legal advisor.
If stockholders have any questions
or need additional copies of Symyx’s materials, please call
MacKenzie Partners today at the phone numbers listed below.
MacKenzie Partners, Inc.
105 Madison AvenueNew York, NY
10016symyx@mackenziepartners.com
TOLL-FREE (800)
322-2885CALL COLLECT (212) 929 5500
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.
Forward-Looking Statements
The statements in this press release regarding the expected
timing of the closing of the merger of Symyx and Accelrys, the
expected pro forma revenues on an annual basis during the first
year of combined operations of the two companies, the expected
calendar 2011 combined company full-year net synergies, the
expectation that the transaction will be materially accretive to
non-GAAP earnings per share, and the anticipated customer base for
Accelrys and Symyx following the completion of the proposed merger,
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are made on the basis of the current beliefs,
expectations and assumptions of Symyx management 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 Symyx does not undertake 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 unanticipated operational or cultural
difficulties associated with the integration of the businesses of
Accelrys and Symyx, and/or unexpected costs, charges or expenses
resulting from the proposed merger, may cause the combined company
not to achieve the financial results and synergies Symyx currently
expects; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger may cause the combined company not to achieve the
financial results and have the customer base Symyx currently
expects; litigation or adverse judgments relating to the proposed
merger may delay or prevent the closing of the merger; and other
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 may delay or prevent the closing
of the merger. Additional factors that could cause actual results
to differ materially from those described in the forward-looking
statements are set forth in Symyx’s Current Report on Form 10-Q for
the quarter ended March 31, 2009, which was filed with the SEC on
May 3, 2009, under the heading "Item 1A -- Risk Factors," in the
Annual Report on Form 10-K of Accelrys for the year ended March 31,
2010, which was filed with the SEC on May 28, 2010, under the
heading “Item 1A – Risk Factors” and in Prospectus/Proxy Statement
filed by Accelrys with the SEC on May 19, 2010, under the heading "
Risk Factors" beginning on page 34.
Important Merger Information and Additional Information and
Where to Find It
This communication is being made in respect of the proposed
business combination involving Accelrys and Symyx. In connection
with the proposed merger, Accelrys has filed a registration
statement on Form S-4 containing a joint proxy statement/prospectus
of Accelrys and Symyx. Investors and security holders are urged to
carefully read the Registration Statement on Form S-4 and related
joint proxy statement/prospectus and other documents filed with the
SEC by Accelrys and Symyx, because they contain important
information about Accelrys, Symyx and the proposed transaction,
including with respect to risks and uncertainties that could delay
or prevent the completion of the transaction. Investors and
security holders may obtain free copies of these documents and
other documents filed with the SEC free at the SEC's website,
www.sec.gov and 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. Investors and security holders may obtain free
copies of the documents filed with the SEC on Accelrys’s website at
www.Accelrys.com or Symyx’s website at www.Symyx.com or the SEC’s
website at www.sec.gov
Accelrys, Symyx and their respective directors and executive
officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the interests of these directors and executive officers
in the proposed transaction is included in the joint proxy
statement/prospectus described above. Additional 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. Additional 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.
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