Symyx Technologies, Inc. (NASDAQ: SMMX) today announced that it
is mailing the following letter to stockholders in connection with
its June 30, 2010 Special Meeting of Stockholders:
June 21, 2010
Dear Symyx Stockholder:
At Symyx Technologies, Inc.’s upcoming Special Meeting of
Stockholders scheduled for June 30, 2010, you will be asked to vote
on the proposed merger between Symyx and Accelrys, Inc. As
announced on April 5, 2010, the transaction was approved by both
companies’ boards of directors and is structured as a tax-free,
all-stock merger of equals. Under the terms of the agreement, Symyx
stockholders will 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 Symyx board has concluded that the proposed merger with
Accelrys is in the best interests of Symyx and all of its
stockholders. We urge you to vote “FOR” the proposed merger
on the enclosed proxy card today.
Symyx and Accelrys are each leaders in the scientific software
and services market with scientific expertise in chemistry, biology
and materials science. Our two companies possess a deep
understanding of the challenges facing scientific R&D
organizations. By bringing together our two companies and our
unique and powerful resources, we will be better positioned to meet
the changing and increasingly complex needs of customers by
delivering more agile, complete and open scientific R&D
environments. Combined, we will be better able to deliver a broader
range of solutions and services and achieve better outcomes for our
global customers. Additionally, the combined company will have an
impressive customer base with 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.
The Symyx board and management team, with the assistance of
outside legal and financial advisors, undertook a comprehensive
review of the potential benefits and structure of a combination
with Accelrys. In negotiating the terms of the merger, the board
remained committed to seeking maximum value for all Symyx
stockholders by ensuring that Symyx stockholders would own a
suitable percentage of the combined company. The board believes
stockholders will benefit by being able to participate in the
upside potential of a combined Symyx-Accelrys.
We believe the combined company will be positioned for revenue
growth and profitability. On a combined pro forma basis, Accelrys
and Symyx had a pre-announcement market capitalization of
approximately $335 million, and a market capitalization of
approximately $385 million as of June 21, 2010. Combined, the two
companies would have a strong balance sheet, with 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.
Following the announcement of the proposed merger with
Accelrys, the Symyx board considered multiple alternative
acquisition proposals. In fact, Symyx has received seven
different proposals (six of which were from one party, Certara
Corporation, an industry competitor, and Vector Capital, the
private equity fund sponsor of Certara, collectively,
“Certara/Vector”). The Symyx board evaluated each of these
proposals in consultation with Symyx’s management and independent
financial and legal advisors. After careful consideration, the
Symyx board determined that none of the seven proposals, including
Certara/Vector’s most recent proposal (June 17, 2010) to acquire
all of the outstanding capital stock of Symyx for $5.75 per share
in cash, constituted a Company Superior Offer as contemplated under
Symyx’s definitive merger agreement with Accelrys.
As permitted under our merger agreement with Accelrys, the Symyx
board and management worked hard to provide Certara/Vector with the
necessary information to submit a formal, binding and complete
offer to acquire Symyx. We permitted Certara/Vector to conduct a
due diligence investigation of Symyx, provided Certara/Vector
substantially the same information previously provided to Accelrys
(updated for new developments), provided Certara/Vector access to
Symyx executives for in-person meetings, and promptly responded to
additional due diligence requests and questions. Despite the full
cooperation of Symyx, Certara’s latest proposal was $1.00 per
share, or 14.8%, lower than Certara/Vector’s May 24, 2010 proposal
to acquire all of the outstanding capital stock of Symyx for $6.75
per share in cash.
In making its determination that the latest $5.75 per share cash
proposal submitted by Certara/Vector did not constitute a Company
Superior Offer, the Symyx board considered, among other things,
that the Certara/Vector proposal is inadequate from a financial
point of view to Symyx stockholders when considered against the
potential value of Symyx as a standalone company as well as the
upside potential inherent in a combined Accelrys-Symyx. In
addition, the latest Certara/Vector proposal included documentation
that did not provide sufficient certainty as to the
binding-irrevocable nature of the offer and as to closure necessary
to protect Symyx stockholders (including due to the fact that this
offer may be changed or revoked by Certara/Vector at any time
before the Symyx stockholders vote against the Accelrys deal or the
Accelrys deal is terminated by Accelrys), which Symyx emphasized to
Certara/Vector was a key factor in its deliberations.
Following a thorough and complete evaluation process, the
Symyx board believes that the proposed merger with Accelrys is in
the best interests of all Symyx stockholders, and will create an
industry-leading company with a more complete set of product
offerings to serve a broader customer base.
Your vote is extremely important regardless of the number of
shares you own. Whether or not you plan to attend the Special
Meeting, we urge you to vote “FOR” the transaction by signing,
dating and returning the enclosed proxy card at your earliest
convenience. Internet and telephone voting options are also
available and easy to follow instructions may be found in your
proxy. Please note:
failure to vote or abstaining from voting has the same effect as a
vote against the merger agreement.
Even if you have already voted against the transaction, you
can still change your vote “FOR” the transaction. Signing a
proxy card today cancels any card you previously signed. Only the
latest dated proxy counts.
If you have any questions or need assistance in voting your
shares, please call our proxy solicitor, MacKenzie Partners,
toll-free at (800) 322-2885, or call collect at (212) 929-5500.
Thank you for your continued support.
On behalf of the Symyx Board of Directors,
/s/ Isy Goldwasser
Isy GoldwasserChief Executive Officer
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 release regarding the expected strength
and positioning of the combined company in the market place, 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 or 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
Securities and Exchange Commission (“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 the 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.
Symyx Technologies (MM) (NASDAQ:SMMX)
過去 株価チャート
から 4 2024 まで 5 2024
Symyx Technologies (MM) (NASDAQ:SMMX)
過去 株価チャート
から 5 2023 まで 5 2024