CIMdata PLM Industry Summary Online Archive

1 December 2004

Acquisitions

Nassda to Be Acquired by Synopsys in All-Cash Transaction at $7.00 Per Share

Nassda Corporation announced it has signed agreements to be acquired by Synopsys, Inc. in an all cash transaction at $7.00 per share and, subject to the closing of the acquisition, to settle all outstanding litigation by Synopsys against Nassda and certain Nassda officers, directors and employees.

"This transaction represents a positive way to resolve the litigation between the companies and serve the best interests of Nassda's stockholders, customers and employees," said Sang S. Wang, Chairman and Chief Executive Officer of Nassda.

Structure of the Transaction

The definitive agreements for the acquisition have been approved by the boards of directors of both Synopsys and Nassda, as well as by a special committee of Nassda's board. The acquisition is subject to approval by the holders of a majority in interest of Nassda's outstanding common stock. Certain directors, officers and employees of Nassda who own in the aggregate approximately 60% of Nassda's outstanding shares have agreed to vote in favor of the transaction. The acquisition is further subject to approval by a majority of votes cast at Nassda's upcoming special meeting of stockholders, excluding votes cast by the defendants in the litigation between Synopsys and Nassda and their associated parties, and Nassda's officers and directors. The acquisition is also subject to customary regulatory approvals and other closing conditions.

Deutsche Bank Securities Inc. acted as exclusive financial advisor to the special committee of Nassda's board of directors in this transaction.

Accounting for Litigation Settlement

Nassda's earnings release on October 19, 2004 previously reported net income of $175,000 for the quarter ended September 30, 2004 and net income of $2.6 million for the fiscal year ended September 30, 2004. Upon closing, the Nassda officers, directors and employees who are defendants in the litigation between Synopsys and Nassda will make settlement payments to Synopsys in the aggregate amount of approximately $61.6 million and will not exercise options to purchase Nassda common stock valued at approximately $5.9 million. As a result of the litigation settlement, Nassda will record a one-time charge of approximately $67.5 million in the quarter ended September 30, 2004. Accordingly, Nassda's net loss is now expected to be approximately $67.3 million for the quarter ended September 30, 2004 and $64.9 million for the fiscal year ended September 30, 2004.

 

Become a member of the CIMdata PLM Community to receive your daily PLM news and much more.

Tell us what you think of the CIMdata Newsletter. Send your feedback.

CIMdata is committed to your privacy. Your personal information will never be sold or shared outside of CIMdata without your express permission.

Subscribe