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Subsequent Events
12 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]  
Subsequent Events
16. Subsequent Events
Acquisition of Accelrys by Dassault Systemes Americas Corp.
On January 30, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dassault Systemes Americas Corp., a Delaware corporation (“ DSAC”) and a wholly owned indirect subsidiary of Dassault Systèmes SA, a French corporation with limited liability,, and 3DS Acquisition Corp., a Delaware corporation and wholly owned subsidiary of DSAC (“Purchaser”). Pursuant to the terms of the Merger Agreement, on February 13, 2014, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of our 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. The initial expiration date of the Offer is 12:00 midnight, New York City time, on March 13, 2014 (which is the end of the day on March 13, 2014), subject to extension in certain circumstances as required or permitted by the Merger Agreement.
The consummation of the Offer is subject to customary closing conditions, including, among other things, (i) the valid tender of shares of our common stock representing at least a majority of the total outstanding shares of our common stock, calculated on a fully diluted basis, (ii) the expiration or termination of waiting periods and the obtaining of all applicable consents or approvals required under applicable antitrust, competition and trade regulation laws of Germany and Austria and (iii) the conclusion or termination of review by The Committee on Foreign Investment in the United States.
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 us, and we will survive as a wholly owned subsidiary of DSAC (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 will be effected as soon as practicable following the consummation of the Offer without a meeting of our stockholders pursuant to Section 251(h) of the DGCL.
Upon completion of the Merger, each outstanding share of our common stock (other than shares owned by Accelrys, Inc. DSAC or Purchaser or their subsidiaries and shares owned by holders who have validly exercised their appraisal rights under the DGCL) 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, upon completion of the Merger, (i) each outstanding option to purchase our common stock, whether vested or unvested, will be canceled, with the holder thereof becoming entitled to receive an amount in cash equal to (a) the excess, if any, of (1) the Offer Price minus (2) the exercise price per share of common stock subject to such option, multiplied by (b) the number of shares of common stock subject to such option, and (ii) each outstanding RSU will be canceled, with the holder thereof becoming entitled to receive an amount in cash equal to the product of (a) the number of shares of our common stock subject to such RSU and (b) the Offer Price.
The Merger Agreement contains customary representations, warranties and covenants, including, among other things, covenants regarding the operation of our business prior to the completion of the Merger and covenants obligating us to use reasonable best efforts to obtain required regulatory approvals. The Merger Agreement also contains customary “no solicitation” provisions restricting our ability to solicit or participate in discussions regarding any third-party proposals relating to alternative transactions, subject to certain exceptions to permit our board of directors to comply with its fiduciary duties, including in connection with our receipt of an unsolicited written proposal relating to an alternative transaction that our board of directors determines is or would reasonably be expected to result in a superior proposal.
The Merger Agreement also includes customary termination provisions in favor of both us and DSAC, and provides that in connection with the termination of the Merger Agreement under certain circumstances, we must pay DSAC a termination fee of $25,000,000, including due to termination of the Merger Agreement by us to accept a superior proposal.
Transaction Litigation
On February 6, 2014, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware on behalf of our stockholders, challenging the proposed Offer and Merger (the “Transactions”). The lawsuit names us, the members of our board of directors, DSAC and Purchaser as defendants. The complaint generally alleges, among other things, that the members of our board of directors breached their fiduciary duties to our stockholders in connection with the Transactions by undertaking a flawed process that failed to maximize stockholder value, and that DSAC and Purchaser aided and abetted the alleged breach of fiduciary duties. The complaint seeks, among other things, (i) preliminary and permanent injunctive relief enjoining the defendants from consummating the Transactions pursuant to the terms of the Merger Agreement, (ii) damages and (iii) recovery of attorneys’ fees and other fees and costs. On February 24, 2014, the plaintiff in this lawsuit filed an amended complaint to include allegations that our officers and directors have interests in Transactions that conflict with the best interests of our stockholders and that our Solicitation/Recommendation Statement on Schedule 14D-9 (as may be amended and supplemented from time to time, the “Schedule 14D-9”), filed with the SEC on February 13, 2014, contains materially incomplete and misleading disclosures.
On February 21, 2014, a second putative class action lawsuit was filed in the Court of Chancery of the State of Delaware on behalf of our stockholders, challenging the proposed Transactions. The lawsuit names us, the members of our board of directors, Dassault Systèmes SA, DSAC and Purchaser as defendants. The complaint generally alleges, among other things, that the members of our board of directors breached their fiduciary duties to our stockholders in connection with the proposed Transactions by facilitating the acquisition of Accelrys for inadequate consideration and through a flawed sales process, agreeing to unfair deal protection devices that will preclude other bidders from making competing offers and misrepresenting and failing to disclose in the Schedule 14D-9 material information necessary for our stockholders to decide whether to tender their Accelrys common stock pursuant to the Offer or seek appraisal. The complaint further alleges that the other defendants aided and abetted the alleged breach of fiduciary duties. The complaint seeks, among other things, (i) injunctive relief enjoining the defendants from consummating the Transactions pursuant to the terms of the Merger Agreement, (ii) injunctive relief enjoining the Merger Agreement as invalid and unenforceable, or in the alternative, amending or enjoining the deal protection provisions of the Merger Agreement as necessary to ensure a full and fair sales process for the benefit of the plaintiffs, and unless or until the defendants disclose all material information to our stockholders, (iii) damages, (iv) imposition of a constructive trust in favor of the plaintiffs with respect to any benefits improperly received by the defendants as a result of their alleged wrongdoing and (v) recovery of attorneys’ fees and other fees and costs.
If the plaintiffs are successful in obtaining the injunctive relief sought, we may be unable to consummate the Offer and the Merger pursuant to the terms of the Merger Agreement in the expected timeframe, or at all. We, our board of directors, Dassault Systemes SA, DSAC and Purchaser believe the respective allegations against them in the complaints are wholly without merit, and we each intend to vigorously defend against those allegations.