Dassault Systèmes announces the extension of the tender offer by its wholly owned indirect subsidiary, 3DS Acquisition Corp., to purchase all 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. Dassault Systèmes is extending the expiration date of the tender offer until midnight, New York City time, at the end of the day on Tuesday, April 8, 2014, unless otherwise extended or terminated. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged.
Computershare Trust Company, N.A., the depositary for the tender offer, has advised that as of midnight, New York City time, at the end of the day on March 25, 2014, approximately 41,747,335 shares of Accelrys common stock (excluding 566,624 shares of Accelrys common stock subject to notices of guaranteed delivery) had been validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 74.8 percent of the outstanding shares of Accelrys common stock.
Dassault Systèmes is extending the tender offer because the condition relating to receipt of written confirmation that the Committee on Foreign Investment in the United States (CFIUS) has completed its review of the acquisition of Accelrys by Dassault Systèmes and determined that there are no unresolved national security concerns was not satisfied by the previously scheduled expiration date of the tender offer. On March 25, 2014, Accelrys and Dassault Systèmes received written notice from CFIUS that it will be undertaking an investigation of the acquisition of Accelrys by Dassault Systèmes. CFIUS is required to complete its investigation within 45 calendar days. The 45-calendar day period is scheduled to expire on May 8, 2014, but CFIUS may complete its investigation sooner. CFIUS’s decision to undertake an investigation is not unusual and is not necessarily an indication that the acquisition raises national security concerns. Dassault Systèmes continues to believe the acquisition of Accelrys by Dassault Systèmes does not raise national security concerns. The merger agreement with Accelrys requires the tender offer to be extended in increments of 10 business days, unless otherwise agreed by the parties, if at the then-scheduled expiration date a regulatory condition is not satisfied. The regulatory conditions to the tender offer relating to the expiration or termination of waiting periods under the Hart-Scott-Rodino Act and other applicable antitrust laws in the United States, Germany and Austria and the receipt of applicable consents and approvals under such antitrust laws have been satisfied.
