UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 30, 2012
SYNOPSYS, INC.
(Exact name of Registrant as specified in charter)
| Delaware | 000-19807 | 56-1546236 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
700 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on October 1, 2012, Synopsys Taiwan Co. Ltd., a wholly owned subsidiary of Synopsys, Inc. incorporated and in existence under the laws of the Republic of China (Taiwan) (“Synopsys Taiwan”), formerly Synopsys Taiwan Ltd., completed and settled a cash tender offer in which Synopsys Taiwan acquired approximately 91.64% of the outstanding shares of common stock of SpringSoft, Inc., a company incorporated and in existence under the laws of Taiwan (“SpringSoft”), at a price of NT$57.00 per share.
On November 30, 2012, Synopsys Taiwan completed the follow-on merger in which SpringSoft merged into Synopsys Taiwan. Pursuant to the terms of the merger, Synopsys Taiwan agreed to pay NT$57.00 per share to the holders of the remaining outstanding shares of common stock of SpringSoft, resulting in an aggregate purchase price of approximately NT$997 million for the remaining outstanding shares. The merger and the tender offer were conducted pursuant to the terms and conditions set forth in the Agreement and Plan of Merger between Synopsys Taiwan and SpringSoft entered into on August 3, 2012, as more fully described in the Current Reports on Form 8-K filed by Synopsys, Inc. with the Securities and Exchange Commission on August 9, 2012 and October 2, 2012, which are incorporated by reference herein.
Item 8.01 Other Events.
On December 2, 2012, Synopsys, Inc. issued a press release announcing the completion of the follow-on merger between Synopsys Taiwan and SpringSoft. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press release issued by Synopsys, Inc. on December 2, 2012 regarding completion of the follow-on merger between Synopsys Taiwan and SpringSoft | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SYNOPSYS, INC. | ||||
| Dated: December 3, 2012 | By: | /S/ BRIAN E. CABRERA | ||
| Brian E. Cabrera | ||||
| Vice President, General Counsel and | ||||
| Corporate Secretary | ||||
INDEX TO EXHIBITS
| Exhibit |
Exhibit Title | |
| 99.1 | Press release issued by Synopsys, Inc. on December 2, 2012 regarding completion of the follow-on merger between Synopsys Taiwan and SpringSoft | |
Exhibit 99.1
NEWS RELEASE
Editorial Contacts:
Yvette Huygen
Synopsys, Inc.
650-584-4547
yvetteh@synopsys.com
Investor Contacts:
Lisa Ewbank
Synopsys, Inc.
650-584-1901
Synopsys Completes Acquisition of SpringSoft
MOUNTAIN VIEW, Calif., December 2, 2012 – Synopsys, Inc. (Nasdaq:SNPS), a global leader providing software, IP and services used to accelerate innovation in chips and electronic systems, has completed the acquisition of SpringSoft (TAIEX:2473), a global supplier of specialized IC design software headquartered in Hsinchu, Taiwan, through a follow-on merger to acquire all of the remaining outstanding shares of SpringSoft. Previously, on October 1, 2012, Synopsys completed a tender offer for approximately 91.64 percent of SpringSoft’s outstanding Shares. As of November 30, 2012, Synopsys is the 100 percent owner of SpringSoft and SpringSoft stock is no longer trading.
The acquisition increases Synopsys’ investment in Taiwan by growing local engineering expertise, technology development capabilities and customer support. The combination of SpringSoft’s and Synopsys’ technology portfolios will help accelerate delivery of a unified, powerful system-on-chip (SoC) debug platform, and a higher level of automation in custom implementation tools to customers.
Synopsys, through its Taiwan subsidiary, acquired all of the outstanding shares of SpringSoft for NT$57.00 (approximately US$1.95) per SpringSoft share in cash. The final gross transaction value was approximately US$417 million (NT$12.5 billion), or approximately US$320 million (NT$9.6 billion) net of cash acquired.
About Synopsys
Synopsys, Inc. (Nasdaq:SNPS) accelerates innovation in the global electronics market. As a leader in electronic design automation (EDA) and semiconductor IP, its software, IP and services help engineers address their design, verification, system and manufacturing challenges. Since 1986, engineers around the world have been using Synopsys technology to design and create billions of chips and systems. Learn more at www.synopsys.com.
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Safe Harbor Statement/Forward-looking Statements
This press release contains forward-looking statements, including statements regarding the expected benefits of the acquisition of SpringSoft. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, and that are outside Synopsys’ control. These risks and uncertainties include our ability to operate or integrate SpringSoft’s business and technologies with our own successfully. Other risks and uncertainties that may apply are set forth in the Risk Factors section of Synopsys’ most recently filed Quarterly Report on Form 10-Q. Synopsys assumes no obligation to update any forward-looking statement contained in this press release.