Tripos to Acquire Pharsight Corporation - Drug Discovery and Development

Tripos and Pharsight Corporation announced they have entered into a definitive agreement for Pharsight to be acquired by Tripos for approximately $57 million in cash. Tripos is wholly owned by Vector Capital, a San Francisco-based private equity firm. Under the terms of the agreement, Pharsight stockholders will receive $5.50 in cash for each outstanding share of common stock. This price represents a premium of 29% over the average closing price of Pharsight’s common stock over the thirty trading day period ending on September 8, 2008, the last trading day before the date of this announcement.

“Our Board of Directors has evaluated strategic alternatives for Pharsight and has determined that this outcome is in the best interests of our stockholders, customers and employees,” said Shawn O’Connor, Chairman and Chief Executive Officer of Pharsight Corporation. “We believe this merger provides an exciting opportunity to expand our existing offerings and market reach. The combined companies will provide software products and scientific services over an expanded market, from discovery to phase III, approval, and post marketing.”

“We are excited to combine forces with the people and products of Pharsight,” stated Jim Hopkins, Chief Executive Officer of Tripos. “The fusion of the design and analysis tools from Tripos and Pharsight will allow us to bring greater value to our customers engaged in the pharmaceutical research and development process. By acquiring Pharsight, we will be able to provide our customers with important new products, key enabling technologies and scientific expertise.”

The Board of Directors of Pharsight has unanimously approved the agreement. The acquisition is subject to the approval of Pharsight’s stockholders and other customary closing conditions. Certain directors, officers and stockholders of Pharsight, representing approximately 33% of Pharsight’s outstanding common stock, have entered into voting agreements in support of the acquisition. The acquisition is expected to close in the fourth quarter of 2008.

Release Date: September 9, 2008
Tripos International