Symyx Technologies, Inc. Board of Directors Rejects Certara Corporation’s “Best and Final” Proposal
29 6월 2010 - 7:09AM
Business Wire
Symyx Technologies, Inc. (NASDAQ: SMMX) announced that its board
of directors determined today that the June 28, 2010 “best and
final” proposal received 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, continues not
to constitute a Company Superior Offer as defined in the Symyx
merger agreement dated April 5, 2010 with Accelrys, Inc. (NASDAQ:
ACCL), would not reasonably be expected to result in a Company
Superior Offer and is not in the best interests of Symyx
stockholders. The Board noted that Certara/Vector’s “best and
final” proposal is not materially different from the modified
Certara/Vector proposal it reviewed and rejected on June 24,
2010.
Symyx continues to recommend Symyx stockholders vote “FOR” the
adoption of the merger agreement with Accelrys.
The merger with Accelrys is scheduled to close in the beginning
of July 2010, subject to stockholder approval and customary closing
conditions. Stockholders of record as of the close of business on
May 14, 2010 will be entitled to vote at the meeting.
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.
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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