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Synopsys/IKOS Merger Agreement Filed With SEC
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--July 5, 2001--Synopsys,
Inc. (Nasdaq:SNPS) and IKOS Systems, Inc. (Nasdaq:IKOS - ) today
announced that IKOS filed with the Securities and Exchange Commission
on July 3, 2001 the merger agreement providing for the acquisition by
Synopsys of all outstanding shares of IKOS. The merger agreement is
available at http://www.sec.gov. To understand the structure and terms
of the proposed transaction, investors and analysts are urged to read
the merger agreement.
Synopsys and IKOS also released a correction to the second
sentence of the second paragraph of the ``Structure of the Transaction''
section of the July 2, 2001 press release. The correct sentence should
read as follows:
The final price per share will be the price determined by revenue plus
the change in backlog or the price determined by PBT, whichever is
lower, except that if the price determined by PBT is lower than
the price determined by revenue plus the change in backlog but the
same or higher than the price determined by revenue without regard
to backlog, the final price will be determined by revenue plus the
change in backlog.
The description of the merger and its pricing are qualified in
their entirety by the terms of the merger agreement.
About IKOS
IKOS Systems, Inc. (Nasdaq:IKOS) is a technology leader in
high-performance design verification solutions including hardware and
software simulation for language-based design, logic emulation for
system integration and compatibility verification, and verification
services. The company's mission is to develop and deliver high
performance solutions that enable its customers to verify the
functional correctness of their complex electronic system designs.
IKOS has direct sales operations in North America, UK, France,
Germany, The Netherlands, Japan and India, and a distribution network
throughout Asia-Pacific and Israel. The corporate headquarters is
located at 79 Great Oaks Blvd., San Jose, Calif., 95119, 408/284-0400.
For more information, visit http://www.ikos.com.
About Synopsys
Synopsys, Inc. (Nasdaq:SNPS), headquartered in Mountain View,
California, creates leading electronic design automation (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.
Note to Editors: Synopsys is a registered trademark of Synopsys,
Inc. IKOS is a registered trademark of IKOS Systems, Inc. All other
trademarks or registered trademarks mentioned in this release are the
intellectual property of their respective owners.
Additional Information: In connection with the proposed merger,
Synopsys, Inc. plans to file a Registration Statement on Form S-4
(including a Proxy Statement/Prospectus) and IKOS plans to file a
Proxy Statement, each containing information about the proposed
merger, with the Securities and Exchange Commission (``SEC'').
Thereafter, IKOS will mail the Proxy Statement/Prospectus to IKOS
stockholders. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully
when each document becomes available. The Registration Statement and
the Proxy Statement/Prospectus will contain important information
about Synopsys, IKOS, the proposed merger and related matters.
Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
http://www.sec.gov. Free copies of the Registration Statement, Proxy
Statement/Prospectus and Synopsys' other filings may also be obtained
by accessing Synopsys' website at http://www.synopsys.com or by
directing a request by mail or telephone to Synopsys, Inc., 700 East
Middlefield Rd., Mountain View, California 94043, (650) 584-5000. Free
copies of the Proxy Statement/Prospectus and IKOS' other filings may
also be obtained by accessing IKOS' website at http://www.ikos.com or
by directing a request by mail or telephone to IKOS Systems, Inc., 79
Great Oaks Blvd., San Jose, California 95119, (408) 284-0400.
You may read and copy any reports, statements and other
information filed by Synopsys and IKOS at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information on public reference rooms. Synopsys' and IKOS'
filings with the Commission are also available to the public from
commercial document-retrieval services and the web site maintained by
the Commission at http://www.sec.gov.
Synopsys and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from IKOS stockholders
by IKOS and its Board of Directors in favor of the adoption and
approval of the merger agreement and approval of the merger.
IKOS and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from IKOS stockholders in
favor of the adoption and approval of the merger agreement and
approval of the merger. Investors and securities holders may obtain
additional information regarding the interests of the participants
from IKOS' filings with the SEC under Rule 14a-12 of the Exchange Act
of 1934, as amended.
Contact:
IKOS Systems, Inc.
Linda Prowse Fosler, 408/361-9667 (Editorial)
linda@ikos.com
Demer IR Counsel, Inc. (for IKOS Systems)(Investor)
Peter DeNardo, 925/938-2678, ext. 223
pdenardo@demer-ir.com
or
Synopsys, Inc.
Craig Cochran, 650/584-4230 (Editorial)
craig@synopsys.com
Steve Shevick, 650/584-4880 (Investor)
shevick@synopsys.com
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