Synopsys to Acquire Synplicity, Inc.
20 März 2008 - 10:30PM
PR Newswire (US)
Acquisition Adds FPGA and Rapid Prototyping Portfolios and
Increases Market Reach MOUNTAIN VIEW, Calif., March 20
/PRNewswire-FirstCall/ -- Synopsys, Inc. (NASDAQ:SNPS), a world
leader in software and IP for semiconductor design and
manufacturing, today announced it has signed a definitive agreement
to acquire Synplicity(R), Inc. (NASDAQ:SYNP), a leading supplier of
innovative field programmable gate array (FPGA) and IC design and
verification solutions that serve a wide range of communications,
military/aerospace, semiconductor, consumer, computer, and other
electronic applications markets. When completed, the acquisition
will significantly expand Synopsys' technology portfolio, channel
reach and total addressable market. In addition to Synplicity's
leading solutions for FPGAs, Synopsys will gain a differentiated
rapid prototyping portfolio that complements its virtual
prototyping business. Combining Synplicity's hardware-based rapid
prototyping and Synopsys' software-based virtual prototyping
solutions will enable electronics companies to meet tight market
windows with proven designs, even as software content continues to
grow exponentially. Under the terms of the agreement, Synopsys will
pay $8 cash per Synplicity share, resulting in a gross transaction
of approximately $227 million, and approximately $188 million net
of cash acquired. The transaction is subject to regulatory and
Synplicity shareholder approval, as well as other customary closing
conditions, and is expected to close in the second calendar quarter
of 2008. After the closing, Synplicity will become part of Synopsys
and Synplicity stock will cease trading. When completed, Synopsys
anticipates the transaction to be accretive in fiscal 2009 and
slightly dilutive in fiscal 2008, while remaining within the
current 2008 non-GAAP earnings per share guidance range.
"Synplicity's strong product portfolio, expertise, and customer
reach will be ideal complements to Synopsys," said Aart deGeus,
chairman and CEO of Synopsys. "The combination will expand our
presence in the systems and mid-tier market segments, will support
our strategy to provide rapid prototyping capabilities to a broad
set of customers to enable much faster software development, and
will enhance Synplicity's already strong offering in FPGA
implementation." "The acquisition by Synopsys will allow us to
scale Synplicity's FPGA and rapid prototyping business to help more
designers successfully solve the increasingly complex problems
associated with creating today's chips and systems," said Gary
Meyers, president and CEO of Synplicity. Synplicity President and
Chief Executive Officer Gary Meyers will join Synopsys as a general
manager. Synplicity Co-Founder, Chief Technical Officer, and Vice
President Ken McElvain will join Synopsys to help architect the
company's systems solutions. About Synopsys Synopsys, Inc.
(NASDAQ:SNPS) is a world leader in software and IP for
semiconductor design and manufacturing. The company delivers
technology-leading system and semiconductor design and verification
platforms, IC manufacturing and yield optimization solutions,
semiconductor intellectual property and design services to the
global electronics market. These solutions enable the development
and production of complex integrated circuits and electronic
systems. Through its comprehensive solutions, Synopsys addresses
the key challenges designers and manufacturers face today,
including power management, accelerated time to yield and
system-to-silicon verification. Synopsys is headquartered in
Mountain View, California, and has more than 60 offices located
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 U.S. federal
securities laws, including statements regarding the expected
closing of Synopsys' acquisition of Synplicity, impact on Synopsys
financial results, potential benefits of the proposed transaction
to Synopsys, and integration of Synplicity products and
technologies into Synopsys' products and solutions. All
forward-looking statements are based on the opinions and estimates
of management at the time the statements are made and involve known
and unknown risks and uncertainties that may cause actual results
to differ materially from those expressed or implied in the
forward-looking statements. These risks and uncertainties include,
among others, satisfaction of closing conditions to the
transaction, our ability to integrate the businesses and
technologies of the merged companies, and customer demand for the
integrated technologies and product offerings. Additional
information concerning these and other risk factors is contained in
the Risk Factors sections of Synopsys' and Synplicity most recently
filed Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. Synopsys assumes no obligation to update any forward- looking
statement contained in this press release. Additional Information
Synplicity intends to file with the Securities and Exchange
Commission preliminary and definitive proxy statements and other
relevant materials in connection with the proposed transaction. The
proxy statement will be mailed to the shareholders of Synplicity.
Before making any voting or investment decision with respect to the
proposed transaction, investors and shareholders of Synplicity are
urged to read the proxy statement and the other relevant materials
when they become available because they will contain important
information about the proposed transaction, Synplicity and
Synopsys. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed
with the Securities and Exchange Commission (the "SEC") at the
SEC's Web site at http://www.sec.gov/. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Synplicity at its corporate Web site at
http://www.synplicity.com/ under Corporate-Investor Relations or by
contacting Investor Relations at Synplicity, Inc. 600 W. California
Avenue, Sunnyvale, CA 94086. Synplicity and its officers and
directors may be deemed to be participants in the solicitation of
proxies from Synplicity shareholders with respect to the proposed
transaction. A description of any interests that these officers and
directors have in the proposed transaction will be available in the
proxy statement. In addition, Synopsys may be deemed to have
participated in the solicitation of proxies from Synplicity
shareholders in favor of the approval of the proposed transaction.
Information concerning Synopsys' directors and executive officers
is set forth in Synopsys' proxy statement for its 2008 annual
meeting of stockholders, which was filed with the SEC on March 4,
2008 and Annual Report on Form 10-K for the year ended October 31,
2007. These documents are available free of charge at the SEC's Web
site at http://www.sec.gov/ or by going to Synopsys' Investor
Relations page on its corporate Web site at
http://www.synopsys.com/. Synopsys is a registered trademark of
Synopsys, Inc. Synplicity is a registered trademark of Synplicity.
All other trademarks mentioned in this release are the intellectual
property of their respective owners. DATASOURCE: Synopsys, Inc.
CONTACT: Editorial, Yvette Huygen, +1-650-584-4547, , or Investors,
Lisa Ewbank, +1-650-584-1901, both of Synopsys, Inc. Web site:
http://www.synopsys.com/ http://www.synplicity.com/
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