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Dassault Systèmes Extends Tender Offer for Accelrys until April 28, 2014
|By Business Wire
|April 23, 2014 01:17 AM EDT
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 announces the extension of
the tender offer by its wholly owned indirect subsidiary, 3DS
Acquisition Corp., to purchase all outstanding shares of Accelrys, Inc.
(NASDAQ: ACCL) (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 and Accelrys have agreed that the expiration
date of the tender offer will be extended until midnight, New York City
time, at the end of the day on Monday, April 28, 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 April 22, 2014, approximately 41,978,808 shares of Accelrys
common stock (excluding 235,598 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validly withdrawn pursuant to the tender offer, representing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 75.2 percent of the outstanding shares of Accelrys common
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
investigation 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. CFIUS is required to complete its investigation by May 8, 2014,
but CFIUS may complete its investigation sooner. Dassault Systèmes
continues to believe the acquisition of Accelrys by Dassault Systèmes
does not raise national security concerns.
This release does not constitute, nor does it form part of, any offer or
invitation to buy, sell, exchange or otherwise dispose of, or any
issuance, or any solicitation of any offer to sell or issue, exchange or
otherwise dispose of any securities. On February 13, 2014, Dassault
Systèmes filed with the U.S. Securities and Exchange Commission (SEC) a
tender offer statement on Schedule TO regarding the tender offer
described in this press release. The stockholders of Accelrys are
strongly advised to read the tender offer statement (as updated and
amended) filed by Dassault Systèmes because it contains important
information that Accelrys' stockholders should consider before tendering
their shares. The tender offer statement and other documents filed by
Dassault Systèmes and Accelrys with the SEC are available for free at
the SEC’s website (http://www.sec.gov)
and may be obtained at no charge by directing a request by mail to
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York,
New York, 10022 or by calling +1(888) 750-5834.
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,
are difficult to predict and may cause actual outcomes to differ
significantly from any future outcomes expressed or implied in the
forward-looking statements in this release. While Dassault Systèmes
believes 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 timing of the completion, and
outcome, of the CFIUS investigation, 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 undertakes no obligation to update or revise the
forward-looking statements in this release whether as a result of new
information, future events or otherwise.
For all questions relating to the tender offer, please call Innisfree
M&A Incorporated at +1 (888) 750-5834.
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
190,000 customers of all sizes, in all industries, in more than 140
CATIA, SOLIDWORKS, SIMULIA, DELMIA, ENOVIA, GEOVIA, EXALEAD, NETVIBES,
3DSWYM and 3D VIA are registered trademarks of Dassault Systèmes or its
subsidiaries in the US and/or other countries.
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