Nassda (NASDAQ:NSDA)
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Nassda Plans to Adjourn Annual Meeting of Stockholders
Proposed Settlement of Merger Litigation is Reached
SANTA CLARA, Calif., April 8 /PRNewswire-FirstCall/ -- Nassda Corporation
(NASDAQ:NSDA) today announced that it plans to adjourn its annual meeting of
stockholders when it is held on April 8, 2005 and reconvene it to act upon the
matters set forth in Nassda's proxy materials dated March 10, 2005 at the
following date, time and place:
April 27, 2005
10:00 a.m., local time
Nassda Corporation executive offices
2650 San Tomas Expressway
Santa Clara, CA 95051
This announcement follows the announcement by Nassda on December 1, 2004 that
Nassda and Synopsys had entered into a merger agreement providing for the
acquisition of Nassda by Synopsys in an all cash transaction at $7.00 per share
and, subject to the closing of the acquisition, to settle all outstanding
litigation by Synopsys against Nassda and certain Nassda officers, directors
and employees. The proposal to approve the merger agreement, among other
things, will be acted upon by the Nassda stockholders when the annual meeting
is reconvened on April 27, 2005.
On December 1, 2004, Nassda, certain of its officers and directors and Synopsys
were named as defendants in a class action complaint relating to the proposed
merger filed in the Court of Chancery of the State of Delaware, as described in
the proxy statement at page 38. On April 7, 2005, the plaintiffs and the
defendants, including Nassda, reached an agreement in principle to settle the
litigation in exchange for (a) the payment of a settlement amount equal to
$0.15 times the number of shares of Nassda's common stock outstanding as of the
effective time of the merger (excluding shares held by the officers and
directors of Nassda and the defendants in the intellectual property litigation
with Synopsys), and (b) the disclosure of certain, specified matters related to
the merger in a proxy supplement to be provided to Nassda stockholders of
record as of March 8, 2005. If the settlement is approved by the Court and the
merger is completed, stockholders of record immediately prior to the merger
(excluding the offers and directors of Nassda and the defendants in the
intellectual property litigation) will be entitled to receive in accordance
with their respective interests the above-described cash settlement
consideration. Such consideration would not be paid, however, until after the
settlement had been approved by the Court.
Nassda intends to provide its stockholders of record as of March 8, 2005 with a
proxy supplement that contains information about the annual meeting of
stockholders, the proposed merger and the proposed Delaware merger litigation
settlement in addition to the information provided in the proxy statement.
Nassda also intends to make the plaintiff's amended complaint in the Delaware
merger litigation available in the "Investor Relations -- Legal Proceedings"
section of its website at http://www.nassda.com/ as soon as practicable.
About Nassda
Nassda Corporation is a leading provider of full-chip circuit verification
software for complex nanometer semiconductors. Headquartered in Santa Clara,
California, the company develops and markets simulation and analysis solutions
for advanced ICs, especially for analog, mixed signal, memory, system-on-chip
and high performance digital designs. Nassda's products enable first silicon
success, and improve product quality and production yield for its consumer,
communication, computer, and memory customers. The company has sales and
distribution offices throughout the world. For more information about Nassda,
please visit the company's website at http://www.nassda.com/.
Forward Looking Statements
This press release contains forward-looking statements regarding the outcome of
the proposed transaction between Nassda and Synopsys and the settlement of the
Delaware merger litigation that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are generally preceded by words that imply a future state, such as
"expects" or "anticipates," or that imply that a particular future event or
events will occur, such as "will," "remain," "may," or the negative of these
terms. Investors are cautioned that all forward- looking statements in this
release involve risks and uncertainty, including without limitation, the
outcome of regulatory approvals and the Nassda stockholder meeting. These
risks, uncertainties and other factors may cause the outcome of any motion,
proceeding or case to differ materially from those expressed or implied by the
forward-looking statements.
Forward-looking statements are only predictions and the actual events or
results may differ materially. Nassda cannot provide any assurance that its
future results will meet expectations. In addition, historical information
should not be considered a predictor of future performance. Neither Nassda nor
any other person assumes responsibility for the accuracy and completeness of
these forward-looking statements. Nassda disclaims any obligation to update
information contained in any forward-looking statement.
For additional information and considerations regarding the risks faced by
Nassda, see its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
as filed with the Securities and Exchange Commission.
Additional Information About the Proposed Acquisition and Where to Find It
Nassda filed a proxy statement dated March 10, 2005 with the SEC in connection
with the proposed transaction. Nassda urges investors and security holders to
read the proxy statement when it becomes available and any other relevant
documents filed with the SEC because they will contain important information.
Investors and security holders will be able to obtain these documents free of
charge at the website maintained by the SEC at http://www.sec.gov/.
Additionally, documents filed with the SEC by Nassda are available free of
charge by contacting Investor Relations, Nassda, 2650 San Tomas Expressway,
Santa Clara, California 95051 (Telephone: (408) 988-9988) and on Nassda's
website at http://www.nassda.com/. Documents on Nassda's website will not be a
part of the filing.
Nassda's directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of Nassda in connection with
the transaction. A description of certain of the interests of directors and
executive officers of Nassda is set forth in the proxy statement for Nassda's
2004 annual meeting of stockholders, which was filed with the SEC on March 10,
2005. Sang S. Wang, Nassda's Chief Executive Officer and Chairman, An-Chang
Deng, Nassda's President and Chief Operating Officer, and the other individual
defendants have entered into certain settlement and release agreements with
Synopsys, which will be effective upon the closing of the proposed acquisition,
which are described in the proxy statement. The remaining directors and
officers of Nassda are expected to enter into a release agreement with
Synopsys, effective upon closing of the proposed acquisition, which are
described in the proxy statement. Investors and security holders will be able
to obtain additional information regarding the direct and indirect interests of
Nassda's directors and executive officers in the transaction by reading the
definitive proxy statement.
NOTE: Nassda is a registered trademark of Nassda Corporation.
DATASOURCE: Nassda Corporation
CONTACT: Tammy Shu Hua Liu of Nassda Corporation, +1-408-988-9988, or
Web site: http://www.nassda.com/