ST. LOUIS, June 28 /PRNewswire/ -- Certara today declared
its irrevocable offer of $5.75 per
share in cash to acquire Symyx Technologies, Inc. (Nasdaq: SMMX) as
its best and final offer. As outlined in the June 28 proposal, the 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.
The text of the letter sent by Certara to the Board of Directors
of Symyx Technologies, Inc. on June 28,
2010 is included below:
June 28, 2010
To the Board of Directors of Symyx Technologies, Inc.
Gentlemen,
Symyx stockholders face a critical decision on Wednesday over
whether to approve or reject your proposed merger with Accelrys.
Since you announced the transaction with Accelrys in April,
we have sought in earnest to offer a superior alternative to the
merger with Accelrys. At each turn, we have taken measures to
address the concerns you have expressed about our bid in terms of
both certainty and value. We have done all this despite the
very difficult conditions that your process has required we work
under.
As you know, we have long been familiar with Symyx' business,
and in particular with the MDL assets you purchased in 2007.
As recently as last summer, we made a detailed evaluation of
Symyx and its prospects when we worked with you to evaluate a
strategic combination of our businesses. Simply put, given
the short timelines we were asked to work under given your process,
our offer of $5.75 – which represents
a premium to both your trading price and the implied value of the
Accelrys merger – represents what we believe is a full and fair
price for the Symyx business.
Our June 23, 2010 offer
established that Symyx stockholders have two equally certain
transactions to choose from. What is left for Symyx
stockholders is the choice as to which one provides greater
expected value.
On the one hand, Symyx stockholders face the prospect of
long-term exposure to business and market risk in owning Accelrys
stock before they would ever have the opportunity to realize value
in excess of our all-cash premium offer. Operationally, we
believe the combined company faces myriad product and
organizational challenges to realize any material synergies from
the transaction. 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.
On the other hand, our immediate, all-cash offer represents a
29% premium over the price of Symyx stock prior to the announcement
of the Accelrys transaction, and an 8% premium over the implied
value of the Accelrys transaction based on the closing price on
Friday, June 25. Our offer
eliminates the downside risk to Symyx stockholders of a highly
speculative investment in the combined company.
To ensure that Symyx stockholders still have two equally certain
alternatives, we have modified our merger agreement so that it no
longer requires that you recommend Symyx stockholders vote against
the Accelrys merger as a condition to entering into the enclosed
merger agreement. Provided you hold the Symyx special
stockholder meeting as planned on June 30,
2010 at 10 a.m., with no
postponements or adjournments, and take a definitive vote on the
Accelrys transaction, you may accept our offer at any time
thereafter and prior to 5:00 p.m.,
California time, on Friday, July 2, 2010.
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.
This represents our best and final offer. We plan to vote
our shares of Symyx stock in person, and look forward to the
special meeting of stockholders on Wednesday.
Best regards,
CERTARA CORPORATION
Jim Hopkins
CEO, Authorized Signatory
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