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ACCL > SEC Filings for ACCL > Form 8-K on 30-Jan-2014All Recent SEC Filings

Show all filings for ACCELRYS, INC.

Form 8-K for ACCELRYS, INC.


30-Jan-2014

Entry into a Material Definitive Agreement, Other Events, Financial Statements and


Item 1.01. Entry Into a Material Definitive Agreement.

On January 30, 2014, Accelrys, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Dassault Systemes Americas Corp., a Delaware corporation ("Dassault"), and 3DS Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Dassault ("Purchaser"). Pursuant to the terms of the Merger Agreement, Purchaser will commence a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock"), at a price per share of $12.50, net to the seller in cash, without interest (such amount, as it may be adjusted from time to time on the terms and subject to the conditions set forth in the Merger Agreement the "Offer Price"), and subject to deduction for any required withholding of taxes. Purchaser is obligated to commence the Offer as promptly as practicable, and in any event within 10 business days following the date of the Merger Agreement, and the Offer will remain open for a minimum of 20 business days from the date of commencement of the Offer.

The consummation of the Offer is subject to customary closing conditions, including, among other things, (i) the valid tender of shares of Company Common Stock representing at least a majority of the total outstanding shares of Company Common Stock, calculated on a fully diluted basis, (ii) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the antitrust, competition and trade regulation laws of certain other jurisdictions as agreed between the parties, (iii) the conclusion or termination of review by The Committee on Foreign Investment in the United States ("CFIUS"), and
(iv) other conditions to the Offer set forth in Exhibit A to the Merger Agreement. The consummation of the Offer is not subject to any financing condition.

Upon completion of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Dassault (the "Merger"). The Merger Agreement provides that the Merger will be governed by Section 251(h) of the Delaware General Corporation Law (the "DGCL") and shall be effected by Purchaser and the Company as soon as practicable following the consummation of the Offer without a stockholders meeting pursuant to Section 251(h) of the DGCL.

At the effective time of the Merger (the "Effective Time"), each outstanding share of Company Common Stock, other than shares of Company Common Stock owned by the Company, Dassault or Purchaser immediately prior to the Effective Time, or by stockholders who have validly exercised their appraisal rights under Delaware law, will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement. In addition, at the Effective Time, (i) each option to purchase Company Common Stock (each, a "Company Option") outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled, with the holder thereof becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (a) the excess, if any, of (1) the Offer Price minus (2) the exercise price per share of Company Common Stock subject to such Company Option, multiplied by (b) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, and (ii) each outstanding restricted stock unit (each, a "Company RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled, with the holder thereof becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the product of (a) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (b) the Offer Price.

The Company, Dassault and Purchaser have made customary representations, warranties and covenants in the Merger Agreement. The Company's covenants include, among other things, covenants regarding the operation of the Company's business prior to the Effective Time and covenants restricting the ability of the Company to solicit third-party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to permit the board of directors of the Company (the "Company Board") to comply with its fiduciary duties. Notwithstanding the limitations applicable pursuant to the "no shop" restrictions set forth in the Merger Agreement, prior to the consummation of the Offer, under specified circumstances the Company Board may change its recommendation in connection with an intervening event that was not known (or the consequences of which were not known) as of the date of the Merger Agreement, or in connection with an alternative proposal that does not result from breach of the "no shop" restrictions and that the Company Board determines in good faith constitutes a superior proposal (in which latter case the Company may also terminate the Merger Agreement to enter into such superior proposal upon payment of the termination fee, as discussed below). Before the Company Board may change its recommendation in connection with a superior proposal, or terminate the Merger Agreement to accept a superior proposal, the Company must provide Dassault with a customary five calendar day match right, subject to an additional five calendar day match right in the event of a material change to such superior proposal.


The Merger Agreement also includes customary termination provisions for both the Company and Dassault and provides that, in connection with the termination of the Merger Agreement, under certain circumstances, the Company must pay Dassault a termination fee of $25,000,000, including due to termination of the Merger Agreement by the Company to accept a superior proposal.

Each party is required to use its reasonable best efforts to satisfy the closing conditions relating to required governmental or third party consents, including by making required filings under the HSR Act and in certain jurisdictions as agreed between the parties and submitting a voluntary joint filing of notice of the transactions contemplated by the Merger Agreement to CFIUS, and taking certain actions necessary to prevent the commencement of any proceeding or the issuance of any judgment by any governmental entity that would delay or prohibit consummation of the transactions contemplated by the Merger Agreement, provided that no party will be obligated to sell, hold separate or dispose of any business or assets, or to agree to take any such action over certain thresholds, as set forth in the Merger Agreement.

The foregoing summary of the Merger Agreement, the Offer and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The Merger Agreement has been attached hereto pursuant to applicable rules and regulations of the Securities and Exchange Commission ("SEC") in order to provide investors and stockholders with information regarding its terms. However, it is not intended to provide any other factual information about the Company, Dassault, their respective subsidiaries and affiliates, or any other party. In particular, the representations, warranties and covenants contained in the Merger Agreement have been made only for the purpose of the Merger Agreement and, as such, are intended solely for the benefit of the parties to the Merger Agreement. In many cases, these representations, warranties and covenants are as of specific dates, subject to limitations agreed upon by the parties and qualified by certain disclosures exchanged by the parties in connection with the execution of the Merger Agreement. Furthermore, many of the representations and warranties in the Merger Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about the Company, Dassault, their respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement and these changes may not be fully reflected in the Company's public disclosures.

AS A RESULT OF THE FOREGOING, INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED NOT TO RELY ON THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE MERGER AGREEMENT, OR ON ANY DESCRIPTIONS THEREOF, AS ACCURATE CHARACTERIZATIONS OF THE STATE OF FACTS OR CONDITION OF THE COMPANY OR ANY OTHER PARTY.

. . .



Item 8.01. Other Events.

On January 30, 2014, the Company and Dassault issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                    Description

 2.1         Agreement and Plan of Merger, dated as of January 30, 2014, by and
             among Accelrys, Inc., Dassault Systemes Americas Corp. and 3DS
             Acquisition Sub.

99.1         Press Release issued by Accelrys, Inc. and Dassault Systemes Americas
             Corp. on January 30, 2014, announcing the execution of the Merger
             Agreement.


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