August 3, 2012 -- Synopsys, Inc. has signed a definitive agreement to acquire SpringSoft, Inc.. 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.sys anticipates the transaction to be slightly accretive to fiscal 2013 non-GAAP earnings per share.

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 designers 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 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."

Posted by: John Miklosz