Dassault Systèmes announces the completion of the tender offer by its wholly owned indirect subsidiary, 3DS Acquisition Corp., to purchase all of the outstanding shares of Accelrys, Inc. (Accelrys) common stock at an offer price of $12.50 per share in cash, without interest and subject to any required withholding of taxes. The tender offer expired at midnight, New York City time, at the end of the day on April 28, 2014.
Computershare Trust Company, N.A., the depositary for the tender offer, has advised that as of the expiration of the tender offer, 44,834,627 shares of Accelrys common stock had been validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 80.2 percent of the outstanding shares of Accelrys common stock. In addition, Notices of Guaranteed Delivery were delivered for 548,670 shares of Accelrys common stock, representing approximately 1.0 percent of the outstanding shares of Accelrys common stock. The condition to the tender offer that a majority of Accelrys’ outstanding shares on a fully diluted basis (excluding shares delivered pursuant to Notices of Guaranteed Delivery) be validly tendered and not validly withdrawn and all other conditions to the tender offer have been satisfied. Accordingly, 3DS Acquisition Corp. has accepted for payment and will promptly pay the depositary for all validly tendered shares.
Dassault Systèmes expects to complete the acquisition of Accelrys later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. Subject to perfected appraisal rights, all remaining shares of Accelrys common stock not tendered into the tender offer and not owned by Accelrys, 3DS Acquisition Corp. or Dassault Systèmes Americas Corp. will be canceled in the merger and converted into the right to receive $12.50 per share in cash, without interest and subject to any required withholding of taxes, which is the same price that was paid in the tender offer. Following completion of the merger, shares of Accelrys common stock will no longer be listed on the NASDAQ Global Select Market.
