Synopsys to acquire Avant!

Synopsys is to acquire Avant!.

Synopsys is to acquire Avant!.

Avant! shareholders will receive 0.371 Synopsys shares for each outstanding Avant! share, and Avant! will become a wholly owned subsidiary of Synopsys.

The acquisition is expected to close within three to six months.

"The acquisition of Avant! and its key technology offerings brings our customers proven, advanced physical design technology that is a perfect complement for our Physical Synthesis products", stated Aart de Geus, chairman and CEO of Synopsys.

"It allows us to assemble and deliver for our customers what we firmly believe is the best IC design flow in the industry.

As an aside, it fulfills the requests we've been hearing from our customers for years to make this acquisition a reality".

"The combination of Synopsys and Avant! brings together the best technologies and product development teams in the industry", said Dr Paul Lo, president of Avant!.

"I believe that the combined company will become the pre-eminent supplier in the EDA industry".

With ever-growing design sizes and ever-decreasing physical geometries, chip designers need to employ the best tools and design flows to continue to innovate.

Synopsys provides the industry's most advanced front-end design tools, which will be complemented by Avant!'s technology-leading back-end tools and MilkyWay database to unify the toolset chosen by the most demanding design teams.

The acquisition is subject to approval by both companies' shareholders as well as customary regulatory approvals and other customary conditions.

The definitive agreement has been unanimously approved by both boards of directors, as well as by a special committee of independent directors of Avant!, and all of the Avant! directors and executive officers owning Avant! shares have agreed to vote their shares in favour of the transaction.

Under certain circumstances, if the transaction is not completed, Avant! will be obligated to pay Synopsys a termination fee of $45 million.

The transaction is structured as a tax-free merger of Avant! with a Synopsys subsidiary, and will be accounted for as a purchase transaction.

In connection with the transaction, Synopsys has arranged to obtain approximately $500 million in insurance with respect to the pending Cadence litigation, for a premium of $335 million.

If the ultimate liability and expenses of the litigation are less than approximately $250 million, Synopsys will be entitled to a refund of that difference.

(This was Electronicstalk's Top Story on 5 December 2001).

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