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.