Summary
Synopsys, Inc. (SNPS) has announced an agreement to acquire SpringSoft, Inc., a Taiwanese company specializing in electronic design automation (EDA) software. The acquisition will be executed through a cash tender offer by Synopsys Taiwan Ltd. to purchase all outstanding shares of SpringSoft at NT$57.00 per share. Following the tender offer, SpringSoft will merge with Synopsys Taiwan. This strategic move aims to enhance Synopsys's product offerings and market position within the semiconductor design industry. The transaction is subject to customary closing conditions, including regulatory approvals and a minimum tender of 51% of SpringSoft's shares. The agreement includes provisions to prevent SpringSoft from soliciting alternative acquisition proposals, underscoring Synopsys's commitment to this transaction. Certain SpringSoft directors have committed to tendering their shares, representing approximately 9.76% of outstanding shares.
Key Highlights
- 1Synopsys, Inc. to acquire SpringSoft, Inc. via a cash tender offer for NT$57.00 per share.
- 2The acquisition will be completed through a merger of SpringSoft into Synopsys Taiwan Ltd. after the tender offer.
- 3The tender offer commenced on August 6, 2012, and will remain open for 50 days, with a possible extension of up to 30 days.
- 4Transaction is contingent on obtaining regulatory approvals and a minimum tender of 51% of SpringSoft's outstanding shares.
- 5SpringSoft is contractually restricted from soliciting or engaging in discussions with other potential acquirers.
- 6Key SpringSoft directors have agreed to tender their shares, supporting the transaction.
- 7Equity awards of SpringSoft employees will be treated variously: vested awards converted to cash, unvested awards assumed by Synopsys.
- 8A press release dated August 3, 2012, announcing the agreement, is attached as an exhibit.