Summary
Cadence Design Systems, Inc. (CDNS) announced on March 11, 2013, that it has entered into a definitive Agreement and Plan of Merger to acquire Tensilica, Inc. for a total consideration of $380 million, subject to customary adjustments. This strategic acquisition involves Cadence's indirect wholly-owned subsidiary merging with and into Tensilica, with Tensilica becoming an indirect wholly-owned subsidiary of Cadence. The transaction is expected to enhance Cadence's product offerings and market position. The acquisition is structured as a cash and stock transaction for Tensilica's shareholders, option holders, and warrant holders, with a portion of the merger consideration to be held in escrow for 18 months to cover potential indemnification claims. The closing of the merger is contingent upon regulatory approvals and other standard conditions, with a target completion date of July 11, 2013, potentially extendable. This move signals Cadence's commitment to strategic growth and expanding its capabilities in the electronic design automation (EDA) industry.
Key Highlights
- 1Cadence Design Systems, Inc. (CDNS) is acquiring Tensilica, Inc.
- 2The total purchase price for the acquisition is approximately $380 million, subject to adjustments.
- 3Tensilica, Inc. had approximately $30 million in cash as of December 31, 2012.
- 4The acquisition will be structured as a merger where Tensilica becomes an indirect wholly-owned subsidiary of Cadence.
- 5A portion of the merger consideration will be held in escrow for 18 months as security for indemnification claims.
- 6The closing of the merger is subject to regulatory approvals and other customary conditions.
- 7The merger agreement includes termination clauses and a target closing date of July 11, 2013, with a possible extension.