ST. LOUIS, June 23 /PRNewswire/ -- Certara today delivered
to the Board of Directors of Symyx Technologies, Inc. (Nasdaq:
SMMX) a revised offer to acquire Symyx for $5.75 per share in cash. The revised
offer:
- is irrevocable, effective immediately;
- empowers the Symyx Board of Directors to accept the offer and
legally bind Certara once the Accelrys merger has been
terminated;
- is contained in a signed merger agreement; and
- is guaranteed by Vector Capital.
"Our revised all-cash premium bid is rock solid and addresses
all of the Symyx Board's stated concerns regarding certainty of
closure under our prior proposal," said Jim
Hopkins, Chief Executive Officer of Certara.
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The text of the letter sent by Certara to the Board of Directors
of Symyx Technologies, Inc. on June 23,
2010 is included below:
June 23, 2010
To the Board of Directors of Symyx Technologies, Inc.
Gentlemen,
We reviewed your description of our most recent proposal and
your reasons for rejecting it reflected in your disclosures to your
stockholders on June 21, 2010.
Our June 17 proposal was
carefully crafted to provide assurance to you regarding certainty
of closure and to provide superior value to Symyx stockholders.
While we respectfully disagree with your comments regarding
value, we regret that we left any room for concern regarding
certainty of closure.
In the interest of erasing any such concern, I am happy to
transmit to you today a revised proposal that should remove any
doubt in the minds of you or the Symyx stockholders that our
proposal provides certainty of closure. Specifically:
- Our offer to enter into the enclosed merger agreement is
irrevocable, effective immediately.
- Provided you recommend that Symyx stockholders vote
AGAINST the Accelrys merger, your ability to accept
our offer will be effective for 24 hours beginning on the earlier
of:
- Accelrys' termination of the Accelrys merger agreement due to
your recommendation change; and
- the rejection of the Accelrys merger agreement by the Symyx
stockholders at which point you can terminate the agreement.
- To make this offer binding, we enclose a signed merger
agreement and signed guarantee of our obligations in your favor
from Vector Capital.
Once the Accelrys merger agreement is terminated as described
above, you need only countersign and return the enclosed merger
agreement, and we will be under binding contract. By making
the offer irrevocable in this manner, we have addressed each of the
comments regarding certainty that you made in your disclosures.
Our revised offer represents a substantial premium to the
implied value of the Accelrys merger. We believe that the
continued trading of Symyx stock at a premium to the implied value
of the Accelrys merger clearly demonstrates that your stockholders
prefer our all-cash deal. Furthermore, as noted in my
June 17 letter and evidenced by the
enclosed agreement, our offer is not subject to any financing
condition and we stand ready to deliver the superior cash value to
your stockholders.
By contrast, the ability of Symyx stockholders to realize value
for their shares in the Accelrys transaction is subject to
substantial uncertainty. Realization of value by Symyx
shareholders in excess of our proposed cash premium under the
Accelrys proposal will be dependent upon the combined company's
ability to successfully navigate the complex tasks involved in
operational integration while at the same time attempting to
execute on the company's business plan. Any unforeseen
adverse developments in the combined company's business or the
markets in which it would compete, or any totally unrelated
downturn in the financial markets would pose substantial obstacles
to realization of value in excess of the price we are offering.
Based on these considerations and the inquiries we have received
from Symyx stockholders to date, we are confident that your
stockholders will enthusiastically support our revised offer.
We urge you, in the exercise of your fiduciary obligations,
to endorse our proposal, recommend against the Accelrys transaction
and thereby offer your stockholders the opportunity to realize the
superior value we stand ready to deliver.
Best
regards,
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CERTARA
CORPORATION
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Jim
Hopkins
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CEO, Authorized
Signatory
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Contact:
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Carol Roos
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415-671-7676
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croos@brunswickgroup.com
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SOURCE Certara