Symyx Technologies, Inc. Board Of Directors Concludes Modified Proposal From Certara Corporation Does Not Constitute A Company Superior Offer
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.|
|105 Madison Avenue|
|New York, NY 10016|
|TOLL-FREE (800) 322-2885 CALL COLLECT (212) 929 5500|
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