Nassda to Be Acquired by Synopsys in All-Cash Transaction at $7.00 Per Share Outstanding Litigation to Be Settled at Closing
December 01 2004 - 8:45AM
PR Newswire (US)
Nassda to Be Acquired by Synopsys in All-Cash Transaction at $7.00
Per Share Outstanding Litigation to Be Settled at Closing SANTA
CLARA, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Nassda Corporation
(NASDAQ:NSDA) today announced it has signed agreements to be
acquired by Synopsys, Inc. (NASDAQ:SNPS) 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. About Nassda Nassda Corporation is a leading provider of
full-chip circuit verification software for complex nanometer
semiconductors. Headquartered in Santa Clara, California, the
company develops and markets simulation and analysis solutions for
advanced ICs, especially for analog, mixed signal, memory,
system-on-chip and high performance digital designs. Nassda's
products enable first silicon success, and improve product quality
and production yield for its consumer, communication, computer, and
memory customers. The company has sales and distribution offices
throughout the world. For more information about Nassda, please
visit the company's website at http://www.nassda.com/. Forward
Looking Statements This press release contains forward-looking
statements regarding the outcome of the proposed transaction
between Nassda and Synopsys that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are generally preceded by words
that imply a future state, such as "expects" or "anticipates," or
that imply that a particular future event or events will occur,
such as "will," "remain," "may," or the negative of these terms.
Investors are cautioned that all forward-looking statements in this
release involve risks and uncertainty, including without
limitation, the outcome of regulatory approvals and the Nassda
stockholder meeting. These risks, uncertainties and other factors
may cause the outcome of any motion, proceeding or case to differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements are only predictions and the
actual events or results may differ materially. Nassda cannot
provide any assurance that its future results will meet
expectations. In addition, historical information should not be
considered a predictor of future performance. Neither Nassda nor
any other person assumes responsibility for the accuracy and
completeness of these forward-looking statements. Nassda disclaims
any obligation to update information contained in any
forward-looking statement. For additional information and
considerations regarding the risks faced by Nassda, see its Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed
with the Securities and Exchange Commission. Additional Information
About the Proposed Acquisition and Where to Find It Nassda will
file a proxy statement with the SEC in connection with the proposed
transaction. Nassda urges investors and security holders to read
the proxy statement when it becomes available and any other
relevant documents filed with the SEC because they will contain
important information. Investors and security holders will be able
to obtain these documents free of charge at the website maintained
by the SEC at http://www.sec.gov/. Additionally, documents filed
with the SEC by Nassda are available free of charge by contacting
Investor Relations, Nassda, 2650 San Tomas Expressway, Santa Clara,
California 95051 (Telephone: 408-988-9988) and on Nassda's website
at http://www.nassda.com/. Documents on Nassda's website will not
be a part of the filing. Nassda's directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Nassda in connection with the transaction.
A description of certain of the interests of directors and
executive officers of Nassda is set forth in the proxy statement
for Nassda's 2004 annual meeting of stockholders, which was filed
with the SEC on January 14, 2004. Sang S. Wang, Nassda's Chief
Executive Officer and Chairman, An-Chang Deng, Nassda's President
and Chief Operating Officer, and the other individual defendants
have entered into certain settlement and release agreements with
Synopsys, which will be effective upon the closing of the proposed
acquisition, which will be described in the proxy statement. The
remaining directors and officers of Nassda are expected to enter
into a release agreement with Synopsys, effective upon closing of
the proposed acquisition, which will be described in the proxy
statement. Investors and security holders will be able to obtain
additional information regarding the direct and indirect interests
of Nassda's directors and executive officers in the transaction by
reading the definitive proxy statement when it becomes available.
NOTE: Nassda is a registered trademark of Nassda Corporation.
DATASOURCE: Nassda Corporation CONTACT: Tammy Shu Hua Liu of Nassda
Corporation, +1-408-988-9988, or Web site: http://www.nassda.com/
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