Accelrys and Symyx Technologies Announce Merger
Accelrys and Symyx Technologies have announced that they have signed a merger agreement. The merger, structured as a tax-free, all-stock merger of equals, was approved by both companies’ Boards of Directors. On a combined basis, Accelrys and Symyx have a pre-announcement market capitalization of approximately $335 million, cash reserves of approximately $150 million (net of transaction costs), and no debt. Under the terms of the agreement, Symyx shareholders will receive 0.7802 shares of Accelrys common stock for each share of Symyx. Following the completion of the merger, Accelrys and Symyx shareholders will each own approximately 50 percent of the combined company. After a period of initial integration, full year net cost synergy savings are expected to be in the range of $10 million – $15 million. Additionally, the transaction is expected to be materially accretive to Non GAAP Earnings per Share.
The merger is expected to be completed by the end of June 2010, subject to customary closing conditions, shareholder and regulatory approvals. Max Carnecchia, chief executive officer of Accelrys, will serve as chief executive officer of the combined company. Isy Goldwasser, chief executive officer of Symyx Technologies, will serve a transitional role in the combined company. The company will be headquartered in San Diego, CA.
“Scientific R&D organizations are challenged by the need to increase productivity and performance while grappling with budget pressures, restructuring, changes in scientific processes and globally dispersed operations,” said Max Carnecchia, chief executive officer of Accelrys. “These forces are creating profound changes in the processes of scientific discovery and the way R&D teams interact. New software solutions are urgently required to address these fundamental changes, and the merger of Accelrys and Symyx creates a new, leading-force in the industry to address this situation.”
“The merger of Accelrys and Symyx creates a differentiated company that is uniquely qualified to advance the state of the scientific informatics software industry,” said Isy Goldwasser, chief executive officer of Symyx Technologies. “No other company combines our deep domain knowledge in chemistry, biology and materials science, enterprise software capabilities (in scientific data management, decision support and analytics), professional expert services, and a broad choice of partners. This powerful and synergistic combination with Accelrys allows us to meet the changing needs of our customers by delivering more agile, flexible and open scientific R&D environments through adaptive end-to-end workflow solutions.”
A press release issued on April 5, 2010, reports that the combined company will have more than 1,350 customers, including 29 of the top 30 biopharmaceutical companies, all five top chemical companies, all five top aerospace companies, three of the five top consumer packaged goods companies, a number of top U.S. Federal Government Agencies, as well as many top academic institutions.
Financial Advisors Jefferies & Company, Inc., acted as financial advisors to Accelrys and UBS Investment Bank acted as financial advisors to Symyx.