FILED BY AVANT! CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933. IN ADDITION, AVANT! CORPORATION DEEMS THIS COMMUNICATION TO BE FILED
UNDER RULE 14a-12 OF THE SECURITIES EXCHANGE ACT OF 1934. SUBJECT CORPORATION:
AVANT! CORPORATION, FILE NO. 000-19807
On January 28, 2002, Avant! Corporation and Synopsys jointly issued the
following press release.
[AVANT! LOGO]
46871 Bayside Parkway, Fremont, CA 94538
www.avanticorp.com
NEWS
EDITORIAL CONTACTS:
Craig Cochran Lynda DeVol
Synopsys, Inc. Avant! Corporation
(650) 584-4230 (858) 597-7534
craig@synopsys.com lynda_devol@avanticorp.com
Jodi Warner
Edelman Public Relations
(650) 429-2752
jodi.warner@edelman.com
INVESTOR CONTACTS:
Steve Shevick Dennis Heller
Synopsys, Inc. Avant! Corporation
(650) 584-4880 (510) 413-8704
shevick@synopsys.com dennis_heller@avanticorp.com
SYNOPSYS AND AVANT! RECEIVE FTC REQUEST FOR
ADDITIONAL INFORMATION ABOUT MERGER
MOUNTAIN VIEW, CALIF., JANUARY 28, 2002-- Synopsys, Inc. (Nasdaq:SNPS)
and Avant! Corporation (Nasdaq:AVNT), today announced that they have received
from the Federal Trade Commission (FTC) a request for additional information and
documentary material regarding their proposed merger. Synopsys and Avant! are
continuing to work closely with the FTC staff and intend to provide the
requested additional information and documentary material. As previously
announced, the merger is expected to close some time between March to June of
2002, pending expiration of the Hart-Scott-Rodino waiting period, the approval
of both the Synopsys and Avant! shareholders and other customary closing
conditions.
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 date of closing the
acquisition; future financial and operating results; and timing and benefits of
the acquisition. These statements are based on Synopsys' and Avant!'s 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 successful closing of the acquisition; changes in
both companies' businesses during the period between now and the closing date;
litigation relating to the transaction or the businesses, including the outcome
of litigation between Avant! and Cadence Design Systems, Inc.; the successful
integration of Avant! into Synopsys' business subsequent to the closing of the
acquisition; timely development, production and acceptance of products and
services contemplated by the merged company after completion of the proposed
acquisition; increasing competition in the market for design implementation or
design verification software; the ability to retain key management and technical
personnel; adverse reactions to the proposed transaction by customers, suppliers
and strategic partners and other risks described in Synopsys' report on Form
10-Q filed with the Securities and Exchange Commission (SEC) on September 18,
2001 (pp. 21-23), and on Avant!'s report on Form 10-Q filed with the Securities
and Exchange Commission (SEC) on November 14, 2001 (pp. 21-27). Synopsys and
Avant! 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.
ADDITIONAL INFORMATION
In connection with the proposed merger, Synopsys and Avant! filed with
the Securities and Exchange Commission on December 21, 2001, a Registration
Statement on Form S-4 that included a preliminary joint proxy statement of
Synopsys and Avant! and a prospectus of Synopsys. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT / PROSPECTUS REGARDING
THE PROPOSED MERGER, WHICH IS AVAILABLE NOW, AND THE DEFINITIVE JOINT PROXY
STATEMENT / PROSPECTUS REGARDING THE MERGER, WHEN IT BECOMES AVAILABLE, BECAUSE
IT CONTAINS AND WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
preliminary joint proxy statement / prospectus and the definitive joint proxy
statement / prospectus (when available) and other related documents filed by
Synopsys and Avant! with the SEC at the SEC's website at www.sec.gov. The
definitive joint proxy statement / prospectus (when it is available) and the
other documents may also be obtained for free by accessing Synopsys' website at
www.synopsys.com or by directing a request by mail or telephone to 700 E.
Middlefield Road, Mountain View, CA 94043, Attention: Company Secretary, (650)
584-5000, or by accessing Avant!'s website at www.avanticorp.com or by directing
a request by mail or telephone to 4671 Bayside Parkway, Fremont, CA 94538,
Attention: Company Secretary, (510) 413-8000.
Synopsys, Avant!, and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
their respective stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be considered participants in the
solicitation of the Synopsys stockholders, or the Avant! stockholders, as the
case may be, in connection with the proposed merger, is set forth in the
preliminary joint proxy statement / prospectus and will be set forth in the
definitive joint proxy statement / prospectus when it is filed with the SEC.
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.
ABOUT AVANT!
Avant! Corporation develops, markets, and supports integrated circuit
(IC) design automation software solutions (from system definition to mask
synthesis) for the rapid design of multimillion gate products including system
on chip (SoC). These ICs power consumer electronics, Internet infrastructure,
wireless, telecommunications, and automotive products. The Company is the
leading provider of physical foundation IP libraries for IC design and provides
a
full suite of software for integrated circuit design, process simulation, device
modeling, and mask synthesis.
Avant! is a global company with over 65 offices in 18 countries.
Telephone: 510-413-8000. Fax: 510-413-8080. Worldwide web: www.avanticorp.com.
# # #
Synopsys is a registered trademark of Synopsys, Inc. Avant!, SinglePass and
MilkyWay are trademarks of Avant! Corporation. All other trademarks or
registered trademarks mentioned in this release are the intellectual property of
their respective owners.