Symyx Technologies, Inc. (NASDAQ: SMMX) (“Symyx”) today
announced that RiskMetrics Group’s ISS Proxy Advisory Services
(“ISS”) recommends 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.
“ISS’ recommendation reaffirms our belief that there are
significant strategic merits to the proposed merger with Accelrys
and that Symyx stockholders should vote “FOR” the merger at our
upcoming Special Meeting,” said Isy Goldwasser, Chief Executive
Officer of Symyx. “Symyx’s board of directors, with the assistance
of outside legal and financial advisors, conducted an extensive and
thorough review of the proposed merger with Accelrys and believes
it is in the best interests of Symyx and all of its stockholders.
The merger of our two companies would create an industry-leading
informatics software company, with minimal product overlap and a
diversified, global customer base. We look forward to closing the
transaction and urge Symyx stockholders to vote “FOR” the proposed
merger with Accelrys today.”
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 Symyx and Accelrys on May 19, 2010 in
its entirety, 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 AvenueNew York, NY
10016symyx@mackenziepartners.com
TOLL-FREE (800) 322-2885CALL
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, and
the anticipated customer base for Accelrys and Symyx following the
completion of the proposed 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; potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the proposed merger may cause the
combined company not to have the customer base 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.
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