Symyx and Certara: When more money isn’t enough

SANTA CLARA, Calif.—Twice in one week—on June 21 and then on June 25—the board of directors of Symyx Technologies has rejected a bid from Certara to acquire the firm for $5.75 per share, or about $200 million. According to Symyx, the offer does not constitute a superior offer to Accelrys' rival bid to acquire the company, even though San Diego-based Accelrys is only bidding $5 per share.

Why? Symyx board members believe the combination with Accelrys offers a greater upside and has urged Symyx shareholders to support the Accelrys bid. Part of what makes the Accelrys deal sweeter to the board is that Symyx shareholders would own roughly 50 percent of the combined life science informatics company.

Both Symyx and Accelrys expect full-year net synergies of between $10 million and $15 million, along with annualized revenues of more than $160 million following a merger.

According to Symyx. Certara's offer doesn't provide "sufficient certainty to closure necessary to protect Symyx stockholders."

"Symyx's board of directors, with the assistance of outside legal and financial advisors, conducted an extensive and thorough review of the proposed merger with Accelrys and believes it is in the best interests of Symyx and all of its stockholders," says Isy Goldwasser, CEO of Symyx. "The merger of our two companies would create an industry-leading informatics software company, with minimal product overlap and a diversified, global customer base."

Accelrys issued a separate release after the Symyx rejection noting that independent proxy advisory firm Institutional Shareholder Services has recommended Accelrys' shareholders vote in favor of the merger with Symyx next week, at the company's June 30 Special Meeting of Stockholders.

In another bit of news after rejecting Certara, Symyx disclosed in filings with the U.S. Securities and Exchange Commission that it has entered a memorandum of understanding that would settle a class action suit filed by some shareholders regarding the merger agreement with Accelrys.

It was in April that Accelrys initially offered to merge with Symyx in a roughly $175 million deal. Certara reportedly had initially offered a competing bid of $6.75 per share, but then lowered the bid to $5.75 after valuing Symyx at around $200 million.