|[January 30, 2014]
Dassault Systèmes and Accelrys to Join Forces
VÉLIZY-VILLACOUBLAY, France & SAN DIEGO --(Business Wire)--
Systèmes (Paris:DSY)(Euronext Paris: #13065, DSY.PA), the 3DEXPERIENCE
Company, world leader in 3D design software, 3D Digital Mock Up and
Product Lifecycle Management (PLM) solutions and Accelrys, Inc.,
(NASDAQ: ACCL), a leading provider of scientific innovation lifecycle
management software for chemistry, biology and materials, today
announced the signing of a definitive merger agreement for Dassault
Systèmes to acquire San Diego-based Accelrys, Inc. (Accelrys). Under the
terms and conditions of the merger agreement, Dassault Systèmes (News - Alert) will
make an all cash tender offer for all of the outstanding shares of
Accelrys common stock at a price of $12.50 per share, without interest,
representing a fully diluted equity value for Accelrys of approximately
$750 million. Dassault Systèmes intends to acquire any shares of
Accelrys not tendered into the tender offer, via a merger that will be
effected as soon as possible after the closing of the tender offer.
Combining with Accelrys will enrich the molecular chemistry capabilities
from discovery to manufacturing and regulatory requirements of Dassault
Systèmes' formulation-based industry offerings such as life sciences,
consumer packaged goods, high tech and energy, as well as advanced
"With Max Carnecchia and his teams, we share the same passion for
enabling scientific innovation and are confident that together,
leveraging the great Accelrys assets, we will deliver a unique and
unmatched scientific PLM solution." said Bernard Charlès, President and
CEO, Dassault Systèmes. "The World demands a new paradigm for
sustainability where chemistry, materials and biology meet. This is what
the virtual universes enabled by Dassault Systèmes are delivering,
capable of harmonizing products, nature and life, from imagination to
industry solution experience."
"This merger represents a unique opportunity to accelerate Accelrys'
journey by leveraging Dassault Systèmes' PLM environment and 30 years of
unmatched discipline in executing for improved industrial performance."
said Max Carnecchia, President and CEO of Accelrys. "With our passionate
and talented teams, Accelrys is convinced that joining Dassault Systèmes
will deliver transformational value to our customers by combining
science-based innovation with product lifecycle management."
Accelrys' list of 2,000 customers includes many of the Fortune 500
companies, with major industry players in pharma/biotech, consumer
packaged goods and chemical including Sanofi, Pfizer, GSK, AstraZeneca,
Du Pont, Shell, BASF, P&G, Unilever and L'Oréal.
The Board of Directors of Accelrys has unanimously approved the
transaction. The transaction is expected to be completed during the
second quarter of 2014, subject to Accelrys shareholders tendering a
majority of Accelrys' outstanding shares in the tender offer to be
launched in the coming days, receipt of certain regulatory approvals and
othe customary closing conditions.
Foros acted as financial advisor and Cravath, Swaine & Moore LLP
provided legal advice to Dassault Systèmes. Accelrys was advised by
Morgan Stanley & Co. LLC, and by Paul Hastings (News - Alert) LLP for legal advice.
Dassault Systèmes will host a conference call Thursday, January 30, 2014
at 7:00 AM Pacific time / 10:00 AM New York time / 3:00 PM London time /
4:00 PM Paris time. The conference call can be accessed via http://www.3ds.com/investors/.
Please go to the website at least 15 minutes prior to the beginning of
the conference call to register, download and install any necessary
audio software. The conference call will be archived for 30 days.
Dassault Systèmes will report its 4th quarter and full year
2013 earnings on Thursday, February 6, 2014. Accelrys will report its 4th
quarter and full year 2013 earnings on Tuesday, February 25, 2014.
The tender offer described in this press release has not yet commenced,
and this material is neither an offer to purchase nor a solicitation of
an offer to sell shares of Accelrys' common stock. At the time the
tender offer is commenced, Dassault Systèmes will file a tender offer
statement with the United States Securities and Exchange Commission (the
"SEC (News - Alert)"), and Accelrys will file a solicitation/recommendation statement
with the SEC. Accelrys' stockholders are strongly advised to read
these documents that will be filed with the SEC, because they will
contain important information that Accelrys' stockholders should
consider before tendering their shares. These documents will be
available for free at the SEC's website (http://www.sec.gov)
or by directing a request to Dassault Systèmes, 10 rue Marcel Dassault,
CS 40501, 78946 Vélizy-Villacoublay, Cedex, France or Accelrys, 5005
Wateridge Vista Drive, San Diego, CA (News - Alert) 92121 USA as applicable.
This release contains forward-looking statements. These forward looking
statements involve known and unknown risks, uncertainties and other
factors, many of which are outside of the control of Dassault Systèmes
and Accelrys, are difficult to predict and may cause actual outcome to
differ significantly from any future outcome expressed or implied in the
forward-looking statements in this release. While Dassault Systèmes and
Accelrys respectively believe that the assumptions made and the
expectations reflected in this release are reasonable, no assurance can
be given that such assumptions or expectations will prove to have been
correct and no guarantee of whatsoever nature is assumed in this
respect. The uncertainties include, inter alia, the risk of a change in
general economic conditions and government and regulatory actions. These
known, unknown and uncertain factors are not exhaustive, and other
factors, whether known, unknown or unpredictable, could cause the
group's actual results or ratings to differ materially from those
assumed hereinafter. Dassault Systèmes and Accelrys undertake no
obligation to update or revise the forward-looking statements in this
release whether as a result of new information, future events or
About Dassault Systèmes
Dassault Systèmes, the 3DEXPERIENCE Company, provides business
and people with virtual universes to imagine sustainable innovations.
Its world-leading solutions transform the way products are designed,
produced, and supported. Dassault Systèmes' collaborative solutions
foster social innovation, expanding possibilities for the virtual world
to improve the real world. The group brings value to over 170,000
customers of all sizes, in all industries, in more than 140 countries.
For more information, visit www.3ds.com.
CATIA, SOLIDWORKS, SIMULIA, DELMIA, ENOVIA, GEOVIA, EXALEAD,
NETVIBES, 3DSWYM and 3D VIA (News - Alert) are registered trademarks of Dassault
Systèmes or its subsidiaries in the US and/or other countries.
About Accelrys, Inc.
Accelrys (NASDAQ: ACCL), a leading provider of scientific innovation
lifecycle management software, supports industries and organizations
that rely on scientific innovation to differentiate themselves. The
industry-leading Accelrys Enterprise Platform provides a broad, flexible
scientific foundation optimized to integrate the diversity of science,
experimental processes and information requirements across the research,
development, QA/QC and manufacturing phases of product development.
Accelrys offers capabilities in scientific data management, modeling and
simulation, research informatics, laboratory informatics, enterprise
quality management, environmental health & safety and operations
intelligence for customers in science-driven industries. Using Accelrys
technology, scientific innovators can access, organize, analyze and
share data in unprecedented ways across the research, laboratory and
manufacturing continuum, ultimately enhancing innovation, improving
productivity and compliance, reducing costs and accelerating product
development from research to manufacturing.
Accelrys solutions are used by more than 2,000 customers in the
pharmaceutical, biotechnology, energy, chemicals, aerospace, consumer
packaged goods and industrial products industries. Headquartered in San
Diego, CA. Accelrys employs more than 225 full-time PhD scientists. For
more information about Accelrys, visit www.accelrys.com.
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