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Synopsys to Acquire Nassda in All-Cash Transaction at $7.00 Per
Share
Outstanding Litigation to Be Settled at Closing
MOUNTAIN VIEW, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Synopsys, Inc.
(NASDAQ:SNPS) today announced it has signed agreements to acquire Nassda
Corporation (NASDAQ:NSDA) 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 aggregate purchase price will be approximately $192 million, or
approximately $92 million net of Nassda's estimated cash at closing. In
addition, upon closing, the Nassda officers, directors and employees who are
defendants in the litigation between Synopsys and Nassda will make settlement
payments to Synopsys in the aggregate amount of $61.6 million.
"This acquisition successfully resolves the litigation between our two
companies and sends a strong message of Synopsys' commitment to protecting and
preserving its intellectual property," said Rex Jackson, vice president and
general counsel of Synopsys. "By acquiring Nassda rather than continuing
through the courts, Synopsys can preserve Nassda's products and continue
long-term support of Nassda's customers."
Structure of the Transaction
The definitive agreements for the acquisition have been approved by the boards
of directors of both Synopsys and Nassda, as well as by a special committee of
Nassda's board. The acquisition is subject to approval by the holders of a
majority in interest of Nassda's outstanding common stock. Certain directors,
officers and employees of Nassda who own in the aggregate approximately 60
percent of Nassda's outstanding common shares have agreed to vote in favor of
the transaction. The acquisition is further subject to approval by a majority
of votes cast at Nassda's upcoming special meeting of stockholders, excluding
votes cast by the defendants in the litigation between Synopsys and Nassda,
certain associated parties of the defendants, and Nassda's officers and
directors. The acquisition is also subject to customary regulatory approvals
and other closing conditions.
Conference Call
Synopsys will provide further information on the transaction at its fourth
quarter and full year fiscal 2004 financial results conference call scheduled
for today, Wednesday, December 1, 2004, at 2:00 p.m., Pacific Time. A live
webcast of the call will be available at Synopsys' corporate website at
http://www.synopsys.com/corporate/invest/invest.html . A recording of the call
will be available by calling 888-428-4470 (612-332-0530 for international
callers), access code 754504, beginning at 5:30 p.m. Pacific Time today. A
webcast replay will also be available at
http://www.synopsys.com/corporate/invest/invest.html from approximately 5:30
p.m. Pacific Time today through the time of the announcement of Synopsys'
results for the first quarter of fiscal 2005 in February 2005.
About Synopsys
Synopsys, Inc. is the world leader in electronic design automation (EDA)
software for semiconductor design. The company delivers technology-leading IC
design and verification platforms and IC manufacturing software products to the
global electronics market, enabling the development and production of complex
systems-on-chips (SoCs). Synopsys also provides intellectual property and
design services to simplify the design process and accelerate time-to-market
for its customers. Synopsys is headquartered in Mountain View, California and
has offices in more than 60 locations throughout North America, Europe, Japan
and Asia. Visit Synopsys online at http://www.synopsys.com/.
Safe Harbor Statement/Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
the safe harbor provisions of Section 21E of the Securities Exchange Act of
1934, including statements regarding the expected benefits of the Nassda
acquisition and settlement of outstanding litigation between Synopsys and
Nassda. These statements are based on Synopsys' current expectations and
beliefs. Actual results could differ materially from the results implied by
these statements as a result of unforeseen difficulties in closing the
acquisition, integrating Nassda's employees and products into Synopsys'
operations, as well as the factors described in the section of Synopsys'
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2004 filed
with the Securities and Exchange Commission entitled "Factors That May Affect
Future Results."
NOTE: Synopsys is a registered trademark of Synopsys, Inc. All other
trademarks mentioned in this release are the intellectual property of their
respective owners.
DATASOURCE: Synopsys, Inc.
CONTACT: Yvette Huygen of Synopsys, Inc., +1-650-584-4547, or
; or Dushka Zapata of Edelman, +1-650-968-4033, or
, for Synopsys; or investors, Minaxi Patel of
Synopsys, Inc., +1-650-584-1901, or
Web site: http://www.synopsys.com/