Summary
This 8-K filing from Synopsys Inc. (SNPS) on December 5, 2001, announces a significant strategic move: an Agreement and Plan of Merger to acquire Avant! Corporation. Under the terms, Avant! will merge with Synopsys' wholly-owned subsidiary, Maple Forest Acquisition L.L.C., with Avant! being the surviving entity. Each outstanding share of Avant! common stock will be exchanged for 0.371 shares of Synopsys common stock. This acquisition is subject to customary conditions, including stockholder approvals from both companies and regulatory clearances. Notably, Synopsys has secured a $335 million insurance binder to cover damages, penalties, and costs related to Avant!'s ongoing litigation with Cadence Design Systems, with a coverage limit of $500 million plus accrued interest. The execution of this merger agreement signifies a major step in Synopsys' growth strategy.
Key Highlights
- 1Synopsys, Inc. has entered into an Agreement and Plan of Merger to acquire Avant! Corporation.
- 2Avant! Corporation will merge with Synopsys' wholly-owned subsidiary, Maple Forest Acquisition L.L.C.
- 3Avant! shareholders will receive 0.371 shares of Synopsys common stock for each Avant! share.
- 4The merger is contingent upon stockholder approvals from both Synopsys and Avant!, as well as regulatory approvals.
- 5Synopsys has secured $335 million in insurance to cover potential litigation costs arising from Avant!'s dispute with Cadence.
- 6The insurance policy provides coverage up to $500 million plus accrued interest for Avant! litigation-related damages.
- 7Key Avant! directors and officers have entered into a Voting Agreement to support the merger.