Nassda (NASDAQ:NSDA)
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Nassda Receives Request for Additional Information From the
Federal Trade Commission in Connection With Review of Proposed Acquisition by
Synopsys
SANTA CLARA, Calif., Jan. 10 /PRNewswire-FirstCall/ -- Nassda Corporation
(NASDAQ:NSDA) today announced that the Federal Trade Commission (FTC) has
requested additional information and documentary material in connection with
its review of the proposed merger between Nassda and a subsidiary of Synopsys,
Inc. (NASDAQ:SNPS).
The FTC request will result in an extension of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Nassda and Synopsys plan
to respond promptly to the FTC request.
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.
"Nassda intends to comply with the FTC's request as quickly as possible, so
that the parties and their customers can begin to realize the substantial
benefits of the transactions," said Sang S. Wang, Chairman and Chief Executive
Officer of Nassda.
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 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 will file a proxy statement 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 January
14, 2004. 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 will be 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 will be 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 when it becomes available.
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/