Symyx Technologies, Inc. and Accelrys, Inc. Receive All Stockholder Approvals Necessary to Complete Merger
June 30 2010 - 3:16PM
Business Wire
Symyx Technologies, Inc. (NASDAQ: SMMX) announced that at
today’s Special Meeting its stockholders approved the merger with
Accelrys, Inc. (NASDAQ: ACCL) under which Symyx stockholders will
receive 0.7802 shares of Accelrys common stock for each share of
Symyx they own. Accelrys also today announced that at its Special
Meeting of stockholders, Accelrys received from its stockholders
all approvals necessary to complete the merger. Following the
completion of the merger, Accelrys and Symyx stockholders will each
own approximately 50 percent of the combined company. The
transaction will close promptly after the satisfaction of certain
remaining conditions, which is anticipated to occur on July 1,
2010.
“We are pleased with the outcome of today’s vote,” said Isy
Goldwasser, Chief Executive Officer of Symyx. “On behalf of the
Board and management team, I want to thank our stockholders for
their support throughout this process. The merger of Accelrys and
Symyx creates an industry-leading informatics software company,
with minimal product overlap and a diversified, global customer
base. We look forward to closing the transaction as expeditiously
as possible.”
UBS Securities LLC is acting as financial advisor to Symyx,
Jefferies & Co, Inc. is acting as financial advisor to
Accelrys, Cooley LLP is acting as Symyx’s legal advisor and Paul
Hastings Janofsky & Walker LLP is acting as Accelrys’ legal
advisor.
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.
About Accelrys, Inc.
Headquartered in San Diego, California, Accelrys develops
scientific informatics software and solutions for the life
sciences, energy, chemicals, aerospace, and consumer products
industries. Customers include many Fortune 500 companies and other
commercial entities, as well as academic and government entities.
Accelrys has a vast portfolio of computer-aided design modeling and
simulation offerings which assist customers in conducting
scientific experiments ‘in silico’ in order to reduce the duration
and cost of discovering and developing new drugs and materials. Its
scientific informatics platform underlies the company’s
computer-aided design modeling and simulation offerings. The
Accelrys platform can be used with both Accelrys and competitive
products, as well as with customers’ proprietary predictive science
products. Its flexibility, ease-of-use and advanced chemical, text
and image analysis and reporting capabilities enable customers to
mine, aggregate, analyze and report scientific data from disparate
sources, thereby better utilizing scientific data within their
organizations. For more information about Accelrys, visit
http://www.accelrys.com/.
Forward-Looking Statements
The statements in this release regarding the expected strength
and positioning of the combined company in the market place and the
expected closing date of the merger 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 closing
conditions may not be satisfied which 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.
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