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CADENCE DESIGN SYSTEMS INC 8-K Report, Material Agreement (Mar 11, 2013)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed March 11, 2013
Period End
March 11, 2013
Security
CDNS
In the record · 2016–202610-K1210-Q328-K98

CDNS filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 98 current reports (8-K) between 2016 and 2026.

  1. FY2016 annual report10-K · Feb ’17Feb ’17
  2. Leadership change8-K · May ’19May ’19
  3. Leadership change8-K · Jul ’21Jul ’21
  4. Material agreement8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed March 11, 2013. Cited figures are marked; the original filing is the authoritative source.

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 milliona, 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.

02—Key points

Key Highlights

  1. Cadence Design Systems, Inc. (CDNS) is acquiring Tensilica, Inc.
  2. The total purchase price for the acquisition is approximately $380 million, subject to adjustments.
  3. Tensilica, Inc. had approximately $30 million in cash as of December 31, 2012.
  4. The acquisition will be structured as a merger where Tensilica becomes an indirect wholly-owned subsidiary of Cadence.
  5. A portion of the merger consideration will be held in escrow for 18 months as security for indemnification claims.
  6. The closing of the merger is subject to regulatory approvals and other customary conditions.
  7. The merger agreement includes termination clauses and a target closing date of July 11, 2013, with a possible extension.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    This 8-K filing announces a material definitive agreement, specifically Cadence Design Systems, Inc.'s entry into an Agreement and Plan of Merger to acquire Tensilica, Inc.

  2. What is the financial value of the acquisition?

    The total consideration payable by Cadence for Tensilica is $380,000,000, which is subject to adjustments for transaction expenses, Tensilica's working capital, and other factors.

  3. What happens to Tensilica's existing cash?

    Tensilica's cash and cash equivalents at the time the merger becomes effective will be retained by the surviving corporation, which will become an indirect wholly-owned subsidiary of Cadence. Tensilica had approximately $30 million in cash as of December 31, 2012.

  4. Are there any conditions or risks associated with this acquisition?

    Yes, the closing of the merger is subject to various conditions, including regulatory approvals and other customary closing conditions. The merger agreement also outlines termination events and has a target closing date, implying potential risks if these conditions are not met.

04—Continue

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