-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tt/0EMhSfAPa3CbyVybDNyZEtp67z8UgONOTkSdC3A/sd/h75W3/pya9NvxcHU/l cxk9ORgym4Z3hEaKONMYvA== 0000903423-03-000033.txt : 20030114 0000903423-03-000033.hdr.sgml : 20030114 20030113152848 ACCESSION NUMBER: 0000903423-03-000033 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUMERICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001091226 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943232104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-60769 FILM NUMBER: 03512226 BUSINESS ADDRESS: STREET 1: 70 W PLUMERIA AVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089191910 MAIL ADDRESS: STREET 1: 70 W PLUMERIA AVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYNOPSYS INC CENTRAL INDEX KEY: 0000883241 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 561546236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 BUSINESS PHONE: 6509625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 SC TO-C 1 sctoc_01-13.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE TO Tender Offer Statement under Section 14 (d) (1) or 13 (e) (1) of the Securities Exchange Act of 1934 ------------------- Numerical Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) Neon Acquisition Corporation - -------------------------------------------------------------------------------- Synopsys, Inc. - -------------------------------------------------------------------------------- (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 67053T101 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Steven K. Shevick Synopsys, Inc. 700 East Middlefield Road Mountain View, California 94043 (650) 584-5000 Copy to: Victor I. Lewkow, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: Not applicable Amount of Filing Fee: Not applicable - -------------------------------------------------------------------------------- |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None Filing Party: Not applicable Form or Registration No.: Not applicable Date Filed: Not applicable |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| This Tender Offer Statement on Schedule TO relates to a planned tender offer by Neon Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Synopsys, Inc., a Delaware corporation ("Synopsys"), for all of the outstanding shares of common stock of Numerical Technologies, Inc., a Delaware corporation ("Numerical"), to be commenced pursuant to an Agreement and Plan of Merger, dated as of January 12, 2003, by and among Synopsys, Purchaser and Numerical. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Numerical. At the time the tender offer is commenced, Purchaser and Synopsys intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of a letter of transmittal and other documents relating to the tender offer, and Numerical intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Purchaser, Synopsys and Numerical intend to mail these documents to the stockholders of Numerical. These documents will contain important information about the tender offer and stockholders of Numerical are urged read them carefully when they become available. Stockholders of Numerical will be able to obtain a free copy of these documents (when they become available) at the website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Synopsys by contacting Synopsys at 700 East Middlefield Road, Mountain View, California 94043, attention: Investor Relations, or from Numerical by contacting Numerical at 70 West Plumeria Drive, San Jose, California 95134, attention: Investor Relations. Item 12. Exhibits. Exhibit 99.1 Text of Press Release issued on January 13, 2003 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Text of Press Release issued on January 13, 2003 EX-99.1 3 ex99_01-13.txt Exhibit 99.1 NEWS RELEASE Editorial Contacts: Investor Contacts: Yvette Huygen Jessica Kourakos Synopsys, Inc. Synopsys, Inc. (650) 584-4547 (650) 584-4289 yvetteh@synopsys.com jessicak@synopsys.com Darren Ballegeer Travis Parsons Edelman Public Relations Numerical Technologies, Inc. (650) 429-2735 408-273-4391 darren.ballegeer@edelman.com tparsons@numeritech.com Susan Lippincott Numerical Technologies, Inc. (408) 273-4474 susan@numeritech.com Jane Ryan MCA Public Relations (650) 968-8900 jryan@mcapr.com SYNOPSYS, INC. TO ACQUIRE NUMERICAL TECHNOLOGIES, INC. MOUNTAIN VIEW and SAN JOSE, Calif., January 13, 2003 - Synopsys, Inc. (Nasdaq:SNPS), the market and technology leader for integrated circuit (IC) design software, and Numerical Technologies, Inc. (Nasdaq: NMTC), a leader in lithography-enabling solutions, today announced they have signed a definitive agreement for Synopsys to acquire all outstanding shares of Numerical's common stock for a cash purchase price of $7.00 per share. The acquisition brings together leaders in electronic design automation (EDA) and lithography-enabling solutions, helping to reduce costs and risk for customers designing advanced integrated circuits. "Design for manufacturing issues will continue to gain importance as designs inevitably shrink toward the 65 nanometer mark. Combining Numerical's lithography-enabling solutions with Synopsys' design tools will enable us to further reduce costs and manufacturing risk for customers involved in creating smaller, faster and more power-efficient chips," said Aart de Geus, chairman and chief executive officer of Synopsys, Inc. "By bringing together our complementary technologies and adding Numerical's well-respected technologists to our team, Synopsys will be able to deliver more complete design-to-silicon solutions to address changing design for manufacturing needs." "Merging Numerical and Synopsys will help create technology and solutions that speed production of advanced, sub-wavelength ICs and improve yield by transparently embedding mask and lithography requirements into the EDA flow and into tools that designers are currently using," said Naren Gupta, Numerical's interim president and chief executive officer. "We are extremely excited about the merger of these two leaders since we have long believed that the intersection of these two areas can deliver sub-wavelength-enabling solutions to fuel the growth of the semiconductor industry. Our enthusiasm in joining with Synopsys is further driven by Synopsys' unerring commitment to technical excellence." Structure of the Transaction The acquisition will be effected by means of a cash tender offer of all of the outstanding shares of Numerical for a cash purchase price of $7.00 per share, followed by a second-step merger in which Synopsys would acquire any untendered Numerical shares at the same price per share. The acquisition is subject to certain conditions, including the tender of a majority of the fully diluted shares of Numerical, receipt of regulatory approvals, and other customary conditions. Synopsys will also assume all outstanding Numerical stock options in the transaction. The total transaction value is approximately $250 million. Synopsys expects the acquisition will be dilutive in fiscal year 2003 by less than 10 cents per fully diluted share on an earnings before goodwill basis, and accretive in fiscal year 2004. The boards of directors of both companies have approved the transaction. In addition, Numerical's executive officers and directors, who collectively own approximately 20 percent of the outstanding shares of Numerical, have agreed to tender their shares to Synopsys in the transaction. The transaction is expected to close during the first calendar quarter of 2003. Conference Call Open to Investors Synopsys will hold a conference call for financial analysts and investors today at 7:00 a.m. Pacific Time. The conference call will be accessible by calling 800-230-1093 (or 612-332-0107 for international callers). An audio replay will be available by dialing 800-475-6701 (or 320-365-3844 for international callers) starting January 13, 2003 at approximately 10:30 a.m. Pacific Time and ending on January 25, 2003. The access code for the replay is 671239. Forward Looking Statements This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, including statements regarding the expected benefits and anticipated time of completion of the acquisition. These statements are based on Synopsys' and Numerical Technologies' current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the merger set forth in the merger agreement will not be satisfied; changes in both companies' businesses during the period between now and the closing; developments in obtaining regulatory approvals for the transaction; the successful integration of Numerical into Synopsys' business subsequent to the closing of the acquisition; timely development, production and acceptance of products after completion of the acquisition; increasing competition in the market for silicon engineering software; the ability to retain key management and technical personnel of Numerical; adverse reactions to the proposed transaction by customers, suppliers and strategic partners and other risks described in Synopsys' report on Form 10-Q for its fiscal quarter ended July 31, 2002 filed with the Securities and Exchange Commission (SEC) on September 17, 2002 (pp. 34-38) and on Numerical Technologies' report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the Securities and Exchange Commission (SEC) on November 13, 2002 (pp.12-22). Synopsys and Numerical Technologies, Inc., are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. About Synopsys Synopsys, Inc. (Nasdaq:SNPS), headquartered in Mountain View, California, creates leading EDA tools for the global electronics market. The company delivers advanced design technologies and solutions to developers of complex integrated circuits, electronic systems and systems on a chip. Synopsys also provides consulting and support services to simplify the overall IC design process and accelerate time to market for its customers. Visit Synopsys at http://www.synopsys.com. About Numerical Technologies Numerical Technologies, Inc., the world's leading provider of sub-wavelength lithography-enabling technology, develops and markets proprietary technology, software tools and services that enable the production of sub-wavelength integrated circuits (ICs) - ICs with feature sizes that are smaller than the wavelength of light used to create circuit patterns on silicon. Numerical's products and industry alliances form a comprehensive design-to-silicon solution that enables the creation of smaller, faster and more power-efficient ICs using available manufacturing equipment. Numerical's customers include the world's top semiconductor companies, design automation tool vendors, semiconductor equipment suppliers and photomask manufacturers. Additional information about the company is available on the Web at http://www.numeritech.com. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Numerical. At the time the tender offer is commenced, Synopsys and its wholly-owned subsidiary, Neon Acquisition Corp., intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and Numerical intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Synopsys, Neon Acquisition Corp. and Numerical intend to mail these documents to the stockholders of Numerical. These documents will contain important information about the tender offer and stockholders of Numerical are urged read them carefully when they become available. Stockholders of Numerical will be able to obtain a free copy of these documents (when they become available) at the website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Synopsys by contacting Synopsys at 700 East Middlefield Road, Mountain View, California 94043, attention: Investor Relations, or from Numerical by contacting Numerical 70 West Plumeria Drive, San Jose, California 95134, attention: Investor Relations. Synopsys is a registered trademark of Synopsys, Inc. Numerical Technologies is a trademark of Numerical Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----