Mergers and Acquisitions

* On January 30, 2014,  Dassault Systèmes, the 3DEXPERIENCE company, world leader in 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions and Accelrys, a leading provider of scientific innovation lifecycle management software for chemistry, biology and materials, have signed a definitive merger agreement for Dassault Systèmes to acquire San Diego-based Accelrys. Under the terms and conditions of the merger agreement, Dassault Systèmes 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 (€553.5 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.

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 other 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 LLP for legal advice.

 

 

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 manufacturing industries.

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. This provider of scientific innovation lifecycle management software supports industries and organizations that rely on scientific innovation to differentiate themselves. Its 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 across the research, laboratory and manufacturing continuum, ultimately enhancing innovation, improving productivity and compliance, reducing costs and accelerating product development from research to manufacturing.