Symyx Technologies, Inc. Board Of Directors Concludes Revised Proposal From Certara Corporation Does Not Constitute A Company Superior Offer
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 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.
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