UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 23, 2010
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SYMYX TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-27765
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77-0397908
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1263 East Arques Avenue
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94085
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Sunnyvale, California
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(Zip Code)
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(Address of principal executive offices)
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(408) 764-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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T
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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re-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
Additional Information For Symyx Stockholders
The following information supplements the Joint Proxy Statement/Prospectus of Symyx Technologies, Inc. (“
Symyx
”) and Accelrys, Inc. (“
Accelrys
”) filed by Accelrys pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “
SEC
”) on May 19, 2010 (the “
Joint Proxy Statement/Prospectus
”) relating to the contemplated merger (the “
Merger
”) of Accelrys and Symyx, and should be read in conjunction with the Joint Proxy Statement/Prospectus (capitalized terms not defined here are defined in the Joint Proxy Statement/Prospectus):
The disclosure under the heading “Update on Background of the Merger” that was added to the Joint Proxy Statement/Prospectus through a Current Report on a Form 8-K filed by Symyx on June 15, 2010 is revised to read in its entirety as follows:
As previously disclosed, on June 4, 2010, Symyx entered into a letter agreement with Certara Corporation (which is Certara Corporation, Tripos International and Pharsight Corporation, collectively referred to as “
Certara
”) and Vector Capital (the private equity fund sponsor of Certara, referred to as “
Vector
”) enabling Symyx to provide Symyx confidential information to Certara and Vector, and to assist Certara and Vector in their due diligence investigation of Symyx. Also on June 4, 2010, Symyx requested that Certara and Vector submit their best and final proposal to Symyx by June 13, 2010, in anticipation of a Symyx board of directors meeting scheduled for the morning of June 14, 2010. In making such request, Symyx noted such proposal should include not only an improved price, but also be accompanied by a form of merger agreement and other documents that Symyx’s board of directors indicated it would require to assure certainty of closure and to protect Symyx’s stockholders. Symyx (i) on June 4, 2010, provided Certara and Vector full access to substantially all information in the data site made available to Accelrys in connection with Accelrys’s due diligence investigation of Symyx; (ii) on June 8, 2010, delivered a form of merger agreement and Vector guaranty reflecting the protections and the transaction certainty described above; (iii) provided Certara and Vector access to Symyx executives for in-person meetings requested during the week of June 7, 2010; and (iv) responded to additional due diligence requests and questions as made.
On June 13, 2010, Certara advised Symyx it would not be submitting a revised proposal by the requested date, and suggested a proposal could be forthcoming on June 14, 2010.
On June 14, 2010, Certara submitted a letter (but not other documentation) to Symyx, stating, in pertinent part, “I am writing to inform you that we will not be able to offer a transaction at $6.75 per share.” Certara then submitted additional due diligence requests on the evening of June 14.
As a result, the Symyx board of directors met on June 15, 2010, and concluded Certara has revoked its previous offer to purchase Symyx for $6.75 per share in cash. Accordingly, Symyx had no Company Superior Offer under consideration, nor a proposal that would be reasonably likely to lead to a Company Superior Offer. Pursuant to the definitive agreement with respect to the Merger, Symyx terminated discussions with Certara.
In making its determination, the Symyx board of directors considered, among other things, that Certara clearly stated it will not offer a transaction at or above the price previously proposed, and had neither made an alternative proposal nor provided Symyx with updated documentation that assures the level of certainty to closure necessary to protect Symyx’s stockholders.
On June 17, 2010, Symyx received a revised proposal from Certara to acquire all of the outstanding capital stock of Symyx for $5.75 per share in cash, together with a signed guarantee of financing from Vector that was substantially revised from the form of guaranty provided by Symyx to Certara, a form of merger agreement that Certara stated it was prepared to sign that was substantially revised from the form of merger agreement provided by Symyx to Certara, together with additional related documentation.
The Symyx board of directors met on June 19, 2010, and after evaluating the revised proposal in consultation with Symyx’s management, financial advisor and outside counsel, the Symyx board of directors concluded that the June 17, 2010 Certara revised offer to purchase Symyx for $5.75 per share in cash was not a Company Superior Offer, and was not a proposal that would be reasonably likely to lead to a Company Superior Offer. The Symyx board of directors reached this conclusion based on a number of factors, including: (i) the Certara revised offer at $5.75 per share was inadequate from a financial point of view, considering the price offered in comparison to the terms of the proposed Merger and long-term value which the Merger could provide to Symyx stockholders, and Symyx’s valuation as a stand-alone company; (ii) the Certara revised offer had substantially less certainty of closing a transaction with Certara, as a result of the substantial revisions made to the proposed form of merger agreement and proposed form of guaranty provided by Symyx to Certara; and (iii) after providing due diligence items requested by Certara and the cooperation of Symyx management with Certara in Certara’s due diligence investigation, including multiple meetings of Symyx management with Certara management, Certara had reduced its cash offer by $1.00 from its previous offer to Symyx.
On June 23, 2010, Symyx received a modified proposal from Certara to acquire all of the outstanding capital stock of Symyx, again for $5.75 per share in cash, together with a modified signed guarantee of financing from Vector that was substantially revised from the form of guaranty provided by Symyx to Certara, a merger agreement that Certara had signed that was substantially revised from the form of merger agreement provided by Symyx to Certara, together with additional related documentation.
The Symyx board of directors met on June 24, 2010, and after evaluating the modified proposal in consultation with Symyx’s management, financial advisor and outside counsel, the Symyx board of directors concluded that the June 23, 2010 Certara modified offer to purchase Symyx for $5.75 per share in cash was not a Company Superior Offer, and was not a proposal that would be reasonably likely to lead to a Company Superior Offer. The Symyx board of directors reached this conclusion based on a number of factors, including: (i) the Certara modified offer at $5.75 per share was inadequate from a financial point of view, considering the price offered in comparison to the terms of the proposed Merger and long-term value which the Merger could provide to Symyx stockholders, and Symyx’s valuation as a stand-alone company; and (ii) that there remain a number of material issues regarding the proposed Certara/Vector merger agreement and guarantee.
Accordingly, Symyx had no Company Superior Offer under consideration, nor a proposal that would be reasonably likely to lead to a Company Superior Offer. As a result, the Symyx board of directors also reaffirmed its recommendation to the Symyx stockholders that the Symyx stockholders vote
“FOR”
the Symyx Merger Proposal. Pursuant to the Joint Proxy Statement/Prospectus, the Accelrys and Symyx stockholder meetings to vote on the proposed Merger continue to be scheduled for June 30, 2010.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Letter from Certara Corporation, dated June 23, 2010
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99.2
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Form of Agreement and Plan of Merger provided by Certara to Symyx
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99.3
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Guarantee by Vector provided by Certara to Symyx
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Important 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 transaction, 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 the proposed transaction, including with respect to risks and uncertainties that could delay or prevent the completion of the proposed merger. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at
www.sec.gov
and by directing a request when such a filing is made to Accelrys at 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, CA 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 deemed participants in the solicitation of proxies with respect to 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 regarding the directors and executive officers of Accelrys is also included in Accelrys’s 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Symyx Technologies, Inc.
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Date: June 24, 2010
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By:
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/s/ Charles Haley
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Charles Haley
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Senior Vice President and
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General Counsel
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Letter from Certara Corporation, dated June 23, 2010
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Form of Agreement and Plan of Merger provided by Certara to Symyx
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Guarantee by Vector provided by Certara to Symyx
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