Symyx Technologies, Inc. Board of Directors Concludes Modified Proposal from Certara Corp. Does Not Constitute a Company Supe...
2010年6月25日 - 7:29AM
ビジネスワイヤ(英語)
Symyx Technologies, Inc. (NASDAQ: SMMX) today announced that in
a June 24, 2010 meeting its board of directors determined that the
modified proposal received on June 23, 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 reasonably be
expected to result in a Company Superior Offer and is not in the
best interests of Symyx stockholders.
Symyx’s board, with the assistance of its outside legal and
financial advisors, reviewed the updated documentation
Certara/Vector submitted and continues to recommend that Symyx
stockholders vote “FOR” the proposed merger with Accelrys. In
rejecting the Certara/Vector proposal, Symyx’s board considered,
among other factors, that the price in the proposal was not
modified and continues to be financially inadequate, and that there
remain a number of material issues regarding the proposed
Certara/Vector merger agreement and guarantee.
The Symyx board 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 they vote “FOR” the adoption of the merger agreement with
Accelrys. The merger is scheduled to close in the beginning of July
2010, subject to stockholder approval and customary closing
conditions.
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
105 Madison Avenue New York, NY 10016
symyx@mackenziepartners.com
TOLL-FREE (800)
322-2885
CALL 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.
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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