Certara Makes Public Counteroffer to Acquire Symyx for $5.75 Per Share

Bid has an 11% premium to the implied value of Accelrys’ proposal.

Certara has made public a letter sent to Symyx Technologies yesterday proposing a takeover of the company for $5.75 per share in cash. Jim Hopkins, CEO of Certara, felt that Symyx’ disclosure of the acquisition details to its board of directors left out key information, which led to confusion in the market regarding the terms of the offer.

“Because we believe orderly and fair dissemination of information regarding our offer to your board is critically important, I regret that we are compelled to publish the contents of yesterday’s letter by press release so as to correct the confusion in the market,” Hopkins noted.

Hopkins sent Isy Goldwasser, CEO of Symyx, the letter about two months after Accelrys and Symyx reported a tax-free, all-stock merger. Under the terms of that agreement, Symyx shareholders would receive 0.7802 shares of Accelrys common stock for each share of Symyx.

“Our proposal represents an 11% premium to the implied value of the Accelrys transaction based on Accelrys’ closing price of $6.63 on June 16,” Hopkins pointed out in his letter to Goldwasser. “We believe the fact that Symyx stock has traded at a considerable premium to the implied value of the Accelrys transaction since our offer was first disclosed by you is compelling evidence that your stockholders strongly prefer the certainty of our all-cash premium bid to the inherently risky and speculative prospect of a combination with Accelrys.”

Formed in 2008, Certara unites Tripos and Pharsight, providers of software and scientific services to improve productivity and decision-making in discovery and clinical drug development.

Accelrys, on the other hand, has a portfolio of computer-aided design modeling and simulation offerings that assist customers in conducting in silico scientific experiments. Symyx has an electronic laboratory notebook, decision-support software, chemical informatics, and sourcing databases.

Commenting on the merger between Symyx and Accelrys, Goldwasser said, “The merger of Accelrys and Symyx creates a differentiated company that is uniquely qualified to advance the state of the scientific informatics software industry.”