This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

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 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.

1 of 5

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,279.74 +13.75 0.08%
S&P 500 2,010.40 -0.96 -0.05%
NASDAQ 4,579.7890 -13.6380 -0.30%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs