This is probably the reason:
Wednesday April 15, 11:24 am Eastern Time
Company Press Release
Simulation Sciences Inc. Announces Agreement to Be
Acquired by Siebe plc and Expected First Quarter 1998
Results
BREA, Calif.--(BUSINESS WIRE)--April 15, 1998--Simulation Sciences Inc. (SIMSCI)
(Nasdaq:SMCI - news), a worldwide supplier of software and services to the process industries,
Wednesday announced a definitive agreement to be acquired for $10 per share in cash by Siebe
plc, one of the United Kingdom's largest diversified engineering groups, with fiscal 1997 annual
revenue of approximately $4.9 billion.
The agreement has been unanimously approved by the company's board of directors. Under the
agreement, Siebe will commence a cash tender offer within five business days for all of the
company's outstanding shares.
The tender offer is subject to customary conditions, including that at least a majority of the
outstanding fully diluted shares are validly tendered and not withdrawn. The agreement is also
subject to regulatory approval.
If the tender offer is successful, it will be followed as promptly as possible by a merger in which
any remaining shares of SIMSCI's stock will be converted into the right to receive $10 per share
in cash.
Charles R. Harris, president and chief executive officer of Simulation Sciences, said, ''As a
result of this combination with Siebe, SIMSCI's customers will benefit from a fully integrated
range of industrial automation software products, improved distribution channels and greater
levels of service.''
Allen M. Yurko, CEO of Siebe, said: ''SIMSCI is a recognized global leader in
process-optimization and simulation software and this acquisition will allow us to significantly
extend our presence into the rapidly growing process-simulation and modeling market.
''Furthermore, SIMSCI will enhance Foxboro's engineering and service product offering by
incorporating process-plant design and simulation to optimize plant performance.''
The company also announced that it expects to report total revenue of $9 million to $9.6 million
and a net loss of 38 cents to 48 cents per share for its quarter ended March 31, 1998, which were
significantly below the company's expectations.
Operating results for the quarter were adversely impacted by a number of factors, including but
not limited to economic conditions in the petroleum and petrochemical industries and longer
sales cycles associated with larger contracts that resulted in delays and deferrals of customer
purchase commitments.
The company believes these factors will continue and the company will experience revenue
levels at lower-than-historic levels through the quarter ending Dec. 31, 1998, and an operating
loss in the quarter ending June 30, 1998.
SIMSCI is a leading provider of application software and related services to the petroleum,
petrochemical and industrial-chemical- process industries, as well as the engineering and
construction firms that support those industries.
SIMSCI's Windows-based graphical user interface and simulation- software products are
designed to increase profitability by reducing capital-investment costs, improving yields and
enhancing management decision making.
SIMSCI maintains offices in Belgium, Brazil, Egypt, Germany, Japan, Singapore, the United
Kingdom, the United States and Venezuela, and provides support and service to more than 650
customers in more than 65 countries. For more information about SIMSCI, visit the SIMSCI Web
site at simsci.com.
This news release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements with respect to the completion of the acquisition by Siebe plc and
the company's anticipated operating results. Actual results could differ materially from those
projected in the forward- looking statements as a result of the need to satisfy closing conditions
and obtain regulatory approval for the acquisition, completion of the financial statements for the
quarter ended March 31, 1998, the impact of the economic conditions in the petroleum and
petrochemical industries on the company's customers, the length of the company's sales cycles for
the company's customers, the size and timing of customer orders, delays in renewals or failure of
existing customers to renew their licenses with the company, the company's ability to control and
reduce costs and operating expenses, market acceptance of the company's products and service
offerings, timing of new product announcements and introductions by the company, competition,
and the impact, if any, of the announcement of the acquisition on the company's business, and
fluctuating economic conditions. For additional information regarding factors that could affect the
company's future financial performance, see the company's prospectus and periodic reports on
file with the Securities and Exchange Commission.
Contact:
Simulation Sciences Inc.
Robert E. Grice Jr., 714/579-0412
or
Financial Relations Board
Fiona Ross, 310/442-0599 |
