Under the terms of the agreement, Symyx will pay approximately $13 million in cash to acquire all outstanding shares of Synthematix based on Synthematix's current revenue outlook, plus an additional potential earn out of up to $4 million over a one year period based on achievement of incremental revenue targets. As part of the acquisition, Symyx will further issue approximately 27,500 options of its Common Stock for unvested Synthematix employee options that Symyx will assume at the closing. As of December 31, 2004, Synthematix had cash and cash equivalents of approximately $1 million. The acquisition of Synthematix has been approved by the boards of directors of both companies and is expected to close in April, 2005, subject to various standard closing conditions.
Steven Goldby, chairman and chief executive officer of Symyx, commented, "We see a growing interest from customers for knowledge management solutions which help scientists make better, faster and more efficient decisions. The acquisition of Synthematix immediately extends our Renaissance(R) and IntelliChem software with specific capabilities for pharmaceutical discovery and biotech research, enabling customers to utilize one integrated solution spanning both their discovery and development research activities."
"By joining Symyx, Synthematix will take its success to the next level with a world-class organization that strengthens our commercial capabilities and deepens our technology excellence," said Clay B. Thorp, chairman of Synthematix and general partner of Catalysta Ventures, Synthematix's largest shareholder. "As a part of Symyx, we will bring together a much broader offering of products and technology for chemists from discovery through development," said Robin Smith, founder and chief executive officer of Synthematix.
Synthematix's products, consisting of the ARTHUR(TM) suite of software and informatics products as well as the Synthematix StructureSearch technology, complement the intelligent electronic lab notebook (iELN) offerings of IntelliChem, which Symyx purchased in November 2004, and its Renaissance high-throughput research and data warehousing software suite. The Company intends to maintain the Synthematix development group in its current location in North Carolina.
Symyx will combine Synthematix's software solutions with its suite of Renaissance and IntelliChem software to provide a unified set of tools for high-throughput and conventional research for chemistry-intensive organizations. The resulting integrated suite of applications will allow companies to replace paper laboratory notebooks with an electronic, searchable system, provide scientists with a robust, broad, and easy-to-use set of time-saving and enabling tools for planning and executing experiments, and provide the entire enterprise with real-time collaborative decision-support and analysis capabilities to help scientists, engineers and project managers make better decisions.
2005 Financial Outlook
For 2005, Symyx continues to expect total revenue of $108-$118 million, with an approximate 20% operating margin and diluted earnings per share of $0.40-$0.45 before charges and purchase adjustments arising from the acquisitions of IntelliChem, Inc. and Synthematix, Inc., including the revenue impact of the deferred maintenance write-down to fair value, and the amortization of intangible assets and other acquisition related expenses. On a GAAP basis, Symyx continues to expect 2005 diluted earnings per share of $0.35-$0.40, before adjusting for costs that will be incurred as a result of the requirement to expense employee stock options in the second half of 2005 and for charges and purchase adjustments arising from the acquisition of Synthematix, Inc.
Symyx develops and applies high-throughput experimentation methods, instrumentation and software to enable accelerated discovery of proprietary materials and processes in the chemical, petrochemical, pharmaceutical, electronics, consumer goods, and automotive industries. Symyx offers these proprietary technologies to customers seeking to transform their research productivity through research collaborations, Discovery Tools(R) sales, and the license of materials, intellectual property, and software. Information about Symyx, including reports and other information filed by the Company with the Securities and Exchange Commission, is available at http://www.symyx.com.
Synthematix, Inc., based in Research Triangle Park, NC, provides fully integrated software solutions for chemists. Synthematix's proprietary technology allows chemists to conceive, design, calculate, record and report experiments. Synthematix's tools consist of the ARTHUR(TM) suite of informatics products, as well as Library Builder and StructureSearch technology. Synthematix customers include Sigma-Aldrich, Biogen Idec, Boston University's CMLD, Eisai Research Institute, Incyte Corporation, Inspire Pharmaceuticals, Kalexsyn, Memory Pharmaceuticals, Millennium Pharmaceuticals, OSI Pharmaceuticals and Plexxikon Corporation. Synthematix is supported by a broad base of investors, including Catalysta Ventures and Southern Capitol Ventures.
The statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements related to the likelihood and timing of the closing of the merger, Symyx's intention to combine Synthematix's solutions with its existing software products, the effects and benefits of the Synthematix acquisition on the breadth and capabilities of future Symyx product offerings, the future demand for such product offerings and demand within the market for such products in general, the statement regarding the uses of the resulting integrated suite of applications and Symyx's forecast for 2005 operating income and forecasted revenue. These forward-looking statements involve risks, uncertainties and assumptions, including: (1) risks associated with the Synthematix acquisition not being consummated; (2) the ability of Symyx to successfully integrate the Synthematix products with its products; (3) the functionality of the integrated Symyx-Synthematix products; (4) market acceptance of Symyx's products and services, including the integrated products; (5) uncertainties relating to the pace, quality or number of discoveries of new materials; (6) the dependence on collaborators to continue relationships and to successfully commercialize products; (7) uncertainties of patent protection and litigation; (8) future growth strategy, including impact of acquisitions, mergers or other changes in business strategy; (9) general economic conditions in the United States and in major European and Asian markets; (10) exposure to risks associated with export sales and operations; (11) natural disasters, power failures and other disasters; and (12) other risks that are described from time to time in Symyx's filings with the Securities and Exchange Commission, (including but not limited to Symyx's annual report on Form 10-K for the year ended December 31, 2003 and Symyx's quarterly reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004). If any of these risks or uncertainties materializes or any of the assumptions proves incorrect, Symyx's results could differ materially from Symyx's expectations in these statements. Symyx assumes no obligation, and does not intend to update these forward-looking statements.