8-K: Simulations Plus Acquired by Altaris for $376.8 Million

Simulations Plus, Inc. has been acquired by Altaris, LLC, a healthcare-focused investment firm, in a transaction valued at approximately $376.8 million, leading to its delisting from Nasdaq.

Summary

• Simulations Plus, Inc. has completed its acquisition by SP Evolution HoldCo II, LLC, an affiliate of Altaris, LLC, effective October 6, 2026.
• The transaction was completed through a merger where each outstanding share of common stock was converted into $18.50 in cash, valuing the total transaction at approximately $376.8 million.
• As a result of the merger, Simulations Plus has become a privately held company and its common stock has been delisted from the Nasdaq Stock Market.
• The company's outstanding stock options were vested and converted into cash payments based on the merger consideration.
• Simulations Plus will be combined with CCG, another Altaris portfolio company, to create a broader platform for drug discovery, modeling, simulation, and development.
• The combined entity will operate under the Simulations Plus name and brand.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for shareholders who received a premium for their shares, though it marks the end of the company's public trading history.

Positives

• Shareholders received $18.50 in cash per share, representing a premium for their investment.
• The acquisition provides capital for accelerated investment in innovation and expanded capabilities through combination with CCG.
• The combined entity aims to create a broader platform spanning drug discovery, modeling, simulation, and development.
• Simulations Plus will continue to operate under its own name and brand within the combined business.

Negatives

• Simulations Plus is no longer a publicly traded company, meaning its stock will not be available for trading on public exchanges.
• Shareholders who did not vote in favor of the merger and properly exercised dissenters' rights will receive cash in accordance with California Corporations Code Chapter 13, which may differ from the $18.50 merger consideration.
• Company stock options with an exercise price at or above the merger consideration were cancelled for no value.

Risks

• Integration risks associated with combining Simulations Plus with CCG could impact operational efficiency and synergy realization.
• Potential challenges in maintaining company culture and employee morale during the transition to a privately held entity.
• Future growth and innovation will be dependent on Altaris's strategic direction and investment decisions.

Future Outlook

Simulations Plus, now a privately held company and combined with CCG, is expected to accelerate investment in innovation, expand its capabilities, and enhance its solution offerings across the biopharmaceutical research and development lifecycle.

Management Comments

• "Today marks an exciting new chapter for Simulations Plus," said Shawn O'Connor, Chief Executive Officer of Simulations Plus. "Our mission has always been to help our customers accelerate the discovery, development, and commercialization of innovative therapies through advanced modeling, simulation, and AI-driven technologies. By joining CCG, we believe we are well positioned to accelerate investment in innovation, expand our capabilities, and expand the solution we provide to customers across the biopharmaceutical ecosystem. We want to thank our employees, customers, partners, and shareholders for their support throughout our journey as a public company."
• "We are delighted to welcome the Simulations Plus team to CCG," said Paul Labute, Chief Executive Officer at CCG. "Simulations Plus has established itself as a trusted leader in biosimulation and model-informed drug development, supported by its science, differentiated technology, and deep customer relationships. We look forward to partnering with the company's talented team to support continued growth and innovation while advancing solutions that help improve the efficiency and success of drug development."

Industry Context

StockSavvy.ai notes that this acquisition aligns with a broader trend in the biopharmaceutical industry where specialized software and AI-driven solutions are increasingly critical for accelerating drug discovery and development. The consolidation of complementary technologies, as seen with the combination of Simulations Plus and CCG, aims to create more comprehensive platforms to meet these evolving industry demands.

Comparison to Industry Standards

• The acquisition price of $18.50 per share represents a premium, which is common in the software and biotech sectors when strategic buyers acquire companies with strong intellectual property and market positions.
• The combination of Simulations Plus and CCG aims to create a more robust offering, similar to how larger players in the R&D software space (e.g., Schrödinger, Dassault Systèmes BIOVIA) provide integrated solutions.
• Altaris's focus on healthcare investments and its strategy of acquiring and building companies is a recognized approach within the private equity landscape for healthcare technology.

Management Changes

Corporate Governance

Legal Proceedings

• Shareholders who did not vote in favor of the Merger and properly exercised and perfected their dissenters' rights in accordance with Chapter 13 of the California Corporations Code are entitled to receive cash in accordance with those provisions.

Stakeholder Impact

• Shareholders: Received $18.50 per share in cash, realizing a return on their investment, but will no longer hold equity in a public company.
• Employees: Transition to a privately held company may involve changes in corporate culture, benefits, and reporting structures. Some options were cancelled.
• Customers: Will continue to be served by Simulations Plus, now as part of a larger entity with CCG, potentially benefiting from expanded capabilities.
• Creditors: The transaction was funded through equity, debt, and cash from the company's balance sheet, implying existing debt obligations will be managed by the new ownership.

Next Steps

• Simulations Plus will operate as a privately held company under the Altaris umbrella.
• Integration with CCG will commence to form a combined platform for drug development.
• The company will file a Form 15 with the SEC to terminate its registration and suspend reporting obligations under the Exchange Act.

Key Dates

Recommendation

The acquisition represents a completed event for public shareholders, who have received a premium for their shares. For new investors or those considering private equity, the focus shifts to the integration of Simulations Plus and CCG and their future performance under Altaris's ownership, which is not directly assessable from this filing alone. Therefore, a 'hold' is appropriate for existing shareholders who have realized their investment, while further analysis would be needed for new investment decisions.

Keywords

Merger, Acquisition, Drug Development, Biopharma, Software, Modeling, Simulation, Altaris