Synplicity Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
25 März 2008 - 9:53PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the
Registrant
x
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Filed by a Party
other than the Registrant
o
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Check the
appropriate box:
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o
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Preliminary Proxy
Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy
Statement
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o
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Definitive
Additional Materials
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x
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Soliciting Material
Pursuant to §240.14a-12
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Synplicity, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing
Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously
with preliminary materials.
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o
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The
following letter was distributed to certain of Synplicitys customers starting
on March 25, 2008.
March XX,
2008
Dear
<insert customer name>,
On
March 20th, we publicly announced a definitive agreement for the acquisition
of Synplicity by Synopsys. While the transaction is subject to the approval by
Synplicity shareholders, regulatory approvals and certain other customary
closing conditions, we anticipate the closing to occur in the second quarter of
2008.
Todays
letter is intended to reaffirm our commitment to our business relationship. We
believe this transaction will benefit customers of both companies. The
combination of Synplicity and Synopsys will expand Synplicitys market reach
and broaden our product offering. Integrating our two R&D organizations
will provide significant opportunity for major product innovations and expanded
product offerings. The combined
companies will focus on complementing each others capability to the benefit of
their customers.
When
the merger closes, Synplicity will continue to focus on our core strengths in
FPGA implementation, ASIC verification through rapid prototyping and ESL
synthesis. Synopsys has advised us that
it intends to maintain the close partnerships that Synplicity has developed
with FPGA device vendors and honor our existing business agreements.
Until
the final closing of the merger, Synplicity and Synopsys will continue to do
business as separate entities. For all
your Synplicity sales and support requirements, please continue to call on your
current Synplicity contacts. We will
continue to offer you the best service and support that we can deliver.
Thank
you for your business.
Regards,
Jim
Lovas
Vice
President, Worldwide Sales
Synplicity, Inc.
[Number
redacted]
2
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
merger. The proxy statement will be
mailed to the shareholders of Synplicity.
Before making any voting or investment decision with respect to the
merger, 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 merger, 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
SECs web site at 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 website at
www.synplicity.com under Corporate/Investor Relations or by calling the
investor relations department at (408) 215-6000 or by writing to
Synplicity, Inc., 600 West California Avenue, Sunnyvale, California 94086
Attn: Investor Relations.
Synplicity and its
officers and directors may be deemed to be participants in the solicitation of
proxies from Synplicitys shareholders with respect to the merger. A description of any interests that these
officers and directors have in the merger will be available in the proxy
statement. Information concerning Synplicitys directors and executive officers
is set forth in Synplicitys proxy statement for its 2007 annual meeting of
shareholders, which was filed with the SEC on April 16, 2007. These documents are available free of charge
at the SECs web site at www.sec.gov or by going to Synplicitys Investor
Relations page on its corporate website at www.synplicity.com.
Note on Forward-Looking
Statements
This communication
contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, including but not limited to, statements regarding the expected
product and customer benefits of the proposed merger and the expected closing
of Synopsys acquisition of Synplicity.
These forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ, including, but not limited to,
satisfaction of closing conditions to the Synopsys transaction and such other
risks as identified in our Annual Report on Form 10-K for the fiscal
period ended December 31, 2007 as filed with the Securities and Exchange
Commission and all subsequent filings, which contain and identify important
factors that could cause the actual results to differ materially from those
contained in our projections or forward looking statements. Synplicity assumes no obligation to update any
forward-looking statement contained in this communication.
3
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