What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to announce Synopsys, Inc.'s definitive agreement to acquire Virage Logic Corporation and to furnish the press release related to this significant transaction. It also serves to provide soliciting material under Rule 14a-12 of the Exchange Act.

What is the financial value of the acquisition of Virage Logic?

Synopsys has agreed to acquire Virage Logic for a gross amount of approximately $315 million. After accounting for cash acquired and other adjustments, the net acquisition cost is estimated to be around $289 million. Synopsys will also assume certain unvested equity awards held by Virage Logic employees.

What are the conditions that need to be met for the acquisition to be completed?

The consummation of the merger is contingent upon several customary closing conditions. These include the approval of the merger by the shareholders of Virage Logic, the receipt of necessary antitrust approvals or expiration of applicable waiting periods in certain jurisdictions, and the absence of any governmental restraints that would prohibit the transaction.

Where can investors find more detailed information about the acquisition?

Investors and shareholders of Virage Logic are urged to read the preliminary and definitive proxy statements that Virage Logic intends to file with the SEC. These documents will contain important information about the proposed transaction, the companies involved, and should be reviewed before making any voting or investment decisions. These materials, along with other SEC filings, will be available on the SEC's website (www.sec.gov) and potentially on Virage Logic's corporate website.

SNPS 8-K SEC Disclosure

Summary

Synopsys, Inc. (SNPS) announced on June 9, 2010, its agreement to acquire Virage Logic Corporation for approximately $315 million in cash and stock. This strategic move, valued at approximately $289 million net of cash acquired, is expected to enhance Synopsys's product offerings and market position. The merger agreement has received unanimous approval from the Boards of Directors of both companies, signaling a strong commitment to the transaction. This acquisition is subject to customary closing conditions, including the approval of Virage Logic's shareholders and necessary antitrust clearances. Investors are encouraged to review the forthcoming proxy statement from Virage Logic for detailed information regarding the transaction, its terms, and potential implications. The press release announcing this significant development was issued on June 10, 2010, and is attached as an exhibit to this filing.

Key Highlights

1Synopsys, Inc. to acquire Virage Logic Corporation.
2Acquisition valued at approximately $315 million gross, or $289 million net of cash acquired.
3Merger Agreement unanimously approved by the Boards of Directors of both Synopsys and Virage Logic.
4Transaction is subject to customary closing conditions, including shareholder approval and antitrust clearances.
5Synopsys will assume certain unvested equity awards at closing.
6Press release announcing the acquisition was issued on June 10, 2010.
7The filing also notes its purpose is to provide soliciting material for Rule 14a-12 under the Exchange Act.

SYNOPSYS INC 8-K Report, Corporate Update (Jun 11, 2010)

Summary

Key Highlights

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