Accelrys, Inc. (NASDAQ: ACCL), a leading scientific informatics
software and services company, today announced that Institutional
Shareholder Services (ISS), an independent proxy advisory firm, has
recommended that stockholders of Accelrys vote “FOR” the proposed
agreement providing for the merger with Symyx Technologies, Inc.
(NASDAQ: SMMX). Accelrys will hold a special shareholder meeting at
its headquarters in San Diego, CA, on June 30, 2010 to vote on the
proposed merger.
As first announced on April 5, 2010, Symyx shareholders will
receive 0.7802 shares of Accelrys common stock for each share of
Symyx common stock in this tax-free, all-stock merger of equals.
Following completion of the merger, Accelrys and Symyx shareholders
would own approximately 50 percent of the combined company.
The joint integration planning is complete and Accelrys
management has concluded that after a period of initial integration
of approximately six months, full year net cost synergy savings are
expected to be in the range of $10 million - $15 million. Pro forma
annualized revenues are expected to be in excess of $160 million,
providing the benefits of scale necessary to leverage operating
expenses. Pro forma cash is expected to be in excess of $150
million (net of transaction costs). The combined company will have
no debt. The transaction is expected to be accretive to Non-GAAP
earnings per share for the fiscal year ending March 31, 2011 and
materially accretive to Non-GAAP earnings per share for the fiscal
year ending March 31, 2012.
Accelrys’ Special Meeting of Stockholders to vote on and approve
the merger will be held on Wednesday, June 30, 2010 at 1 p.m. ET at
10188 Telesis Court, San Diego, CA 92121. Whether or not
stockholders are able to attend the Special Meeting in person, the
Accelrys board urges all stockholders to vote “FOR” the transaction
by signing and dating and returning their proxy cards. Signing a
proxy card today cancels any card previously signed. Only the
latest dated proxy counts. Accelrys stockholders who have questions
about the merger, need assistance submitting their proxy or voting
their shares should contact the Company’s proxy solicitor, Laurel
Hill Advisory Group, LLC, toll-free at (888) 742-1305.
About Accelrys, Inc.
Headquartered in San Diego, California, Accelrys develops
scientific informatics 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 informatics 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
http://www.accelrys.com/.
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
expected to result from the proposed merger; the annual net cost
synergy savings, annualized revenues and pro forma cash reserves
expected to result from 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 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 Accelrys 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 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 completion of the
proposed merger, including the risk that the required stockholder
approvals might not be obtained in a timely manner or at all or
that other conditions to the completion of the proposed merger will
not be satisfied; the failure to realize annual net cost synergy
savings from the proposed merger or delay in the realization
thereof; 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, 2010, which
was filed with the Securities and Exchange Commission
(“SEC”) on May 28, 2010, under the heading “Item
1A—Risk Factors,” and in the Quarterly Report on Form 10-Q of Symyx
for the quarter ended March 31, 2010, which was filed with the
SEC on May 3, 2010, under the heading “Item 1A—Risk Factors,”
and in subsequent reports on Forms 10-K, 10-Q and 8-K and other
filings made with the SEC by each of Accelrys and Symyx.
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 has filed with the SEC, and the SEC has declared
effective, a Registration Statement on Form S-4 (the
“Registration Statement”) that includes a joint proxy
statement of Accelrys and Symyx and that also constitutes a
prospectus of Accelrys. The definitive joint proxy
statement/prospectus of Accelrys and Symyx has been mailed to the
stockholders of Accelrys and the stockholders of Symyx.
Investors are strongly urged to read the definitive joint proxy
statement/prospectus regarding the proposed merger and other
documents filed with the SEC by Accelrys and Symyx, because they
contain important information about Accelrys, Symyx and the
proposed merger. You may obtain copies of the definitive joint
proxy statement/prospectus and other documents filed by Accelrys
and Symyx with the SEC free of charge at the SEC’s website,
www.sec.gov, or by directing a request for such filing to
(i) Accelrys at 10188 Telesis Court, San Diego, California
92121-1761, Attention: Corporate Secretary, (ii) Accelrys’s
proxy solicitor, Laurel Hill Advisory Group, LLC, 100 Wall Street,
22nd Floor, New York, New York 10005 or by calling Laurel Hill
Advisory Group, LLC at (888) 742-1305 (toll free) or
(917) 338-3181 (call collect) or by emailing jeinsidler@laurelhill.com,
(iii) Symyx Technologies, Inc., 1263 East Arques Avenue,
Sunnyvale, CA 94085, Attention: Corporate Secretary, or
(iv) Symyx’s proxy solicitor, MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016 or by calling Mackenzie
Partners, Inc. at (800) 322-2885 (toll free) or
(212) 929-5500 (call collect) or by emailing symyxproxy@mackenziepartners.com.
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’s 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 Registration Statement and the
definitive joint proxy statement/prospectus of Accelrys and Symyx
filed by Accelrys with the SEC on May 19, 2010.
Symyx Technologies (MM) (NASDAQ:SMMX)
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