Synopsys to Acquire SpringSoft

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Synopsys to Acquire SpringSoft
Acquisition Will Complement Synopsys' Technology Portfolio and Help  
Accelerate Delivery of SoC Debug and Custom Implementation Tools to  
Customers


MOUNTAIN VIEW, Calif., Aug. 3, 2012 /PRNewswire/ -- Synopsys, Inc.  
(Nasdaq:SNPS), a world leader in software and IP used in the  
design, verification and manufacture of electronic components and  
systems, through its Taiwan subsidiary, has signed a definitive  
agreement to acquire SpringSoft (TAIEX:2473), a global supplier of  
specialized IC design software headquartered in Hsinchu, Taiwan.  
The SpringSoft acquisition supports Synopsys' strategy to quickly  
and effectively deliver the advanced capabilities that will help  
semiconductor customers solve their toughest design challenges,  
including verification and custom implementation.  

Under the terms of the agreement, Synopsys Taiwan will commence a  
tender offer to acquire all of the outstanding shares of SpringSoft  
for NT$57.00 (approximately US$1.90) per SpringSoft share in cash  
and acquire any remaining shares pursuant to a follow-on merger.  
The gross transaction value will be approximately US$406 million  
(NT$12.2 billion), or approximately US$305 million (NT$9.2 billion)  
net of cash acquired. The transaction, which is expected to close  
in the first quarter of fiscal 2013, is subject to the minimum  
tender of 51 percent of the current outstanding SpringSoft shares,  
the approval of the follow-on merger by SpringSoft shareholders,  
regulatory approvals in Taiwan, and other customary closing  
conditions.  

After the closing, SpringSoft will become part of Synopsys and  
SpringSoft stock will cease trading. When completed, Synopsys  
anticipates the transaction to be slightly accretive to fiscal 2013  
non-GAAP earnings per share.   

Verification requirements have exploded as designs have become  
increasingly complex, and debugging is the most time-consuming part  
of verification, taking up nearly half of the design cycle. At the  
same time, custom implementation tools have not kept up with the  
dramatic improvements seen in digital design. The combination of  
SpringSoft's and Synopsys' industry-leading verification technology  
portfolios will help accelerate delivery of a unified, powerful  
system-on-chip (SoC) debug environment so customers can continue to  
meet the demands of today's complex electronic designs. In  
addition, by integrating the physical design technology and teams  
from SpringSoft, Ciranova and Magma, Synopsys can accelerate  
innovation and offer a higher level of automation in custom  
implementation tools.

"This acquisition will increase Synopsys' investment in Taiwan by  
growing our local engineering expertise, technology development  
capabilities and customer support," said Chi-Foon Chan, president  
and co-CEO at Synopsys. "Combining SpringSoft's team and platform  
with Synopsys' complementary technology will help Synopsys lead  
further innovations in debug to more rapidly address the growing  
verification challenge. Simultaneously, SpringSoft's innovative  
custom implementation solution and its strong presence in leading  
Asian, European and U.S. semiconductor companies will help  
accelerate Synopsys' delivery of automation and innovation to an  
area of IC design that has been stagnant in the past."

About Synopsys

Synopsys, Inc. (Nasdaq:SNPS) is a world leader in electronic design  
automation (EDA), supplying the global electronics market with the  
software, intellectual property (IP) and services used in  
semiconductor design, verification and manufacturing. Synopsys'  
comprehensive, integrated portfolio of implementation,  
verification, IP, manufacturing and field-programmable gate array  
(FPGA) solutions helps address the key challenges designers and  
manufacturers face today, such as power and yield management,  
system-to-silicon verification and time-to-results. These  
technology-leading solutions help give Synopsys customers a  
competitive edge in bringing the best products to market quickly  
while reducing costs and schedule risk. Synopsys is headquartered  
in Mountain View, California, and has approximately 70 offices  
located throughout North America, Europe, Japan, Asia and India.  
Visit Synopsys online at www.synopsys.com.  

Safe Harbor Statement/Forward-Looking Statements

This press release contains forward-looking statements within the  
meaning of U.S. federal securities laws, including statements  
regarding the expected closing of our acquisition of SpringSoft,  
expected impact on Synopsys' financial results, benefits of the  
proposed transaction, and expected integration of SpringSoft's  
product offering. 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 our control. These  
risks and uncertainties include, among others: the ability of the  
parties to consummate the acquisition in a timely manner or at all;  
the satisfaction of the conditions precedent to consummation of the  
acquisition, including the minimum tender of shares by SpringSoft  
shareholders into the tender offer, the approval of the follow-on  
merger, and the ability to secure regulatory approvals in a timely  
manner or at all; foreign exchange fluctuations; the possibility of  
litigation (including relating to the transaction itself); the  
effect of the announcement of the acquisition on Synopsys' and  
SpringSoft's respective businesses, including possible delays in  
customer orders; our ability to operate or integrate SpringSoft's  
business and technologies with our own successfully, including  
controlling or reducing SpringSoft operating expenses and managing  
any potential loss of customers, key employees, partners or  
vendors; and uncertain customer demand and support obligations for  
new or combined offerings. Other risks and uncertainties that may  
apply are set forth in the Risk Factors section of our most  
recently filed Quarterly Report on Form 10-Q. Synopsys assumes no  
obligation to update any forward-looking statement contained in  
this press release.

Editorial Contacts:
Yvette Huygen
Synopsys, Inc.
650-584-4547
yvetteh@synopsys.com

Investor Contacts:
Lisa Ewbank
Synopsys, Inc.
650-584-1901