Symyx Technologies, Inc. (NASDAQ: SMMX) (“Symyx”) today
announced that Proxy Governance, Inc. (“Proxy Governance”), an
independent proxy advisory firm, has joined RiskMetrics Group’s ISS
Proxy Advisory Services (“ISS”), in recommending that Symyx’s
stockholders vote “FOR” the proposed merger with Accelrys, Inc.
(NASDAQ: ACCL) (“Accelrys”) at the company’s June 30, 2010 Special
Meeting of Stockholders. Stockholders of record as of the close of
business on May 14, 2010 will be entitled to vote at the
meeting.
“We are pleased to have the support of Proxy Governance in
recommending that Symyx stockholders vote “FOR” the proposed merger
with Accelrys,” said Isy Goldwasser, Chief Executive Officer of
Symyx. “The merger of Accelrys and Symyx will create a
differentiated company that is uniquely qualified to advance the
state of the scientific informatics software industry. The board
continues to believe it is in the best interests of Symyx and all
of its stockholders to approve the proposed merger with Accelrys at
our upcoming Special Meeting.”
As announced on April 5, 2010, under the terms of the merger
agreement with Accelrys, Symyx shareholders will 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
shareholders will each own approximately 50 percent of the combined
company. The merger, structured as a tax-free, all-stock merger of
equals, was approved by both companies’ boards of directors and is
scheduled to close in the beginning of July 2010, subject to
stockholder approval and customary closing conditions.
Stockholders are encouraged to read the joint proxy
statement/prospectus filed by Accelrys on May 19, 2010 in its
entirety, as well as documents subsequently filed with the SEC by
Symyx and Accelrys to update the disclosure in the joint proxy
statement/prospectus, as it provides, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the Symyx’s board of directors’
recommendation that stockholders vote “FOR” the proposed merger
with Accelrys. Stockholders may obtain free copies of this and
other documents filed with the SEC free at the SEC’s website
www.sec.gov.
Symyx’s Special Meeting of Stockholders will be held on
Wednesday, June 30, 2010 at 10 a.m. PT at 2440 Camino Ramon, Suite
300, San Ramon, California 94583. Whether or not stockholders are
able to attend the Special Meeting in person, the board urges
stockholders to vote “FOR” the transaction by signing and dating
and returning their proxy cards. Internet and telephone voting
options are also available and easy to follow instructions may be
found in the proxy. Even if stockholders have already voted against
the transaction, they can still change their vote. Only the latest
dated proxy counts. Stockholders who have questions about the
merger, need assistance submitting their proxy or voting their
shares should contact the Company's proxy solicitor, MacKenzie
Partners, toll-free at (800) 322-2885.
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, Inc.
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.
Forward-Looking Statements
The statements in this release regarding the expected strength
and positioning of the combined company in the market place are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are made on the basis of the current beliefs,
expectations and assumptions of Symyx management and are subject to
significant risks and uncertainty. Investors are cautioned not to
place undue reliance on any such forward-looking statements. All
such forward-looking statements speak only as of the date they are
made, and Symyx does not undertake any obligation to update or
revise these statements, whether as a result of new information,
future events or otherwise.
Factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but
are not limited to: any unanticipated operational or cultural
difficulties associated with the integration of the businesses of
Accelrys and Symyx may cause the combined company not to achieve
the synergies Symyx currently expects; litigation or adverse
judgments relating to the proposed merger may delay or prevent the
closing of the merger; and other risks relating to the consummation
of the contemplated merger, including the risk that the required
stockholder approval might not be obtained in timely manner or at
all or that other closing conditions will not be satisfied may
delay or prevent the closing of the merger. Additional factors that
could cause actual results to differ materially from those
described in the forward-looking statements are set forth in
Symyx’s Current Report on Form 10-Q for the quarter ended March 31,
2009, which was filed with the Securities and Exchange Commission
(“SEC”) on May 3, 2009, under the heading "Item 1A -- Risk
Factors," in the Annual Report on Form 10-K of Accelrys for the
year ended March 31, 2010, which was filed with the SEC on May 28,
2010, under the heading “Item 1A – Risk Factors,” and in the
Prospectus/Proxy Statement filed by Accelrys with the SEC on May
19, 2010, under the heading " Risk Factors" beginning on page
34.
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.
Symyx Technologies (MM) (NASDAQ:SMMX)
Historical Stock Chart
From Apr 2024 to May 2024
Symyx Technologies (MM) (NASDAQ:SMMX)
Historical Stock Chart
From May 2023 to May 2024
