Autodose's Powdernium® brand is the global market-leader in powder-handling equipment. Symyx will be able to offer customers new and existing automated research systems and benchtop systems that combine Autodose's powder-handling technology with the liquid-handling robotics in Symyx's Core Module. Symyx also plans to further evolve its Tools product line and offer customers new benchtop, modular automation systems designed to meet the needs of a broader section of the laboratory research market.
Under the terms of the agreement, Symyx will pay approximately 8.5 million Swiss francs in cash to acquire all outstanding shares of Autodose, whose assets include approximately 2.3 million Swiss francs in cash. In addition, Symyx may pay additional consideration of up to 7.7 million Swiss francs contingent on achievement of defined 2007, 2008 and 2009 revenue targets for existing Autodose products and certain new, complementary Autodose products under development. These maximum contingent payment amounts will be converted to U.S. dollars at the time of closing. The acquisition of Autodose has been approved by the boards of directors of both companies and is expected to close in July, 2006, subject to various standard closing conditions.
"This acquisition underscores our commitment to serving the European market, as it provides access to a significant installed base and potential new customer relationships as well as production facilities and a strong field support team," said Paul Nowak, executive vice president and chief operating officer of Symyx Technologies. "We have demonstrated the compatibility of our products for some time, and now plan to directly combine our technologies into a powerful benchtop automation system that provides expanded capabilities with greater value for customers."
As a result of the acquisition, Autodose will become a wholly owned subsidiary and European headquarters for Symyx Technologies. Gian-Luigi Berini, the CEO of Autodose, will become general manager of the Swiss-based subsidiary. "We look forward to building on our long-standing relationship with Symyx, to act on our common vision of developing the next generation of high-throughput benchtop automation systems," said Mr. Berini. "We will also be expanding our current focus to provide a European sales and support base for all of Symyx Tools."
Guidance
Symyx does not expect the acquisition of Autodose to generate significant incremental revenue in 2006. The Company intends to provide guidance regarding the impact of acquisition-related charges on GAAP earnings in July when it releases second quarter earnings.
About Symyx
Symyx Technologies, Inc. is dedicated to helping customers maximize the effectiveness and success of their research and development programs. Symyx develops and applies high-throughput research technologies and research software for customers in the pharmaceutical, chemical, energy, electronics and other industries. Symyx performs research for customers using proprietary technologies to discover new and innovative materials, sells automated high-throughput instrumentation and licenses software for use in customers' own laboratories, and licenses discovered materials, sensors and intellectual property. Symyx has the largest portfolio of patents in the field of high-throughput materials discovery, with over 300 issued patents and over 380 patent applications on file worldwide. Information about Symyx, including reports and other information filed by Symyx with the Securities and Exchange Commission, is available at www.symyx.com.
About Autodose
Autodose is based in Geneva, Switzerland and makes high precision powder-dispensing and weighing equipment for pharmaceutical, biotechnology and materials science companies. Developed in 1999 and introduced to the market in 2000, Powdernium® is able to accurately dispense and weigh a very wide range of materials having very different physical properties. All Autodose products incorporate the company's mission of being a provider of equipment that bears high precision mechanics, intelligent automation, simplicity of operation and a high level of reliability.
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 regarding the timing of the closing of the acquisition, the expectation that Symyx will be able to offer customers systems that combine powder handling technology and liquid handling robotics and evolve its Tools product line, the ability of Autodose and Symyx to successfully develop future Autodose products and their expected date of commercial availability and Symyx's intention to create a new European headquarters. These forward-looking statements involve risks, uncertainties and assumptions, including: (1) uncertainties of patent protection and litigation; (2) the impact of acquisitions, mergers or other changes in corporate structure; (3) general economic conditions in the United States and in major European and Asian markets; (4) exposure to risks associated with export sales and operations; (5) natural disasters, power failures and other disasters; and (6) and 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, 2005 and on Form 10-Q for the quarter ended March 31, 2006). 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.
Contact: Symyx Technologies, Inc. Jeryl L. Hilleman, 408-773-4000 Teresa J. Thuruthiyil, 408-773-4075 ir@symyx.com
Source: Symyx Technologies, Inc.
