Filed by Cadence Design Systems, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Simplex Solutions, Inc.
Commission File No.: 000-32487
This filing relates to a proposed merger between Cadence Design
Systems, Inc. ("Cadence") and Simplex Solutions, Inc. ("Simplex") pursuant to
the terms of an Agreement and Plan of Merger, dated as of April 24, 2002, by and
among Cadence, Simplex and Zodiac Acquisition, Inc.
On June 7, 2002, Cadence sent the following e-mail to the employees of
Simplex regarding the proposed merger described above:
To Simplex employees
As you may have heard, the proposed Cadence-Simplex merger passed an important
milestone this week -- the required Hart-Scott-Rodino (HSR) Act waiting period
expired. The expiration of the waiting period means that the requirements of the
Act have been satisfied. We expect to close the proposed merger promptly after
obtaining the approval of Simplex's stockholders at the meeting scheduled for
June 27th.
This is great news! It means that we can proceed with the next stage of the
merger preparation in earnest -- i.e., integration planning. Many of you and
your Cadence counterparts are busy creating the detailed plans that will make
this merger a huge success. I know that this has required extra work from many
of you, and I know it's not easy dealing with change at this scale. I want to
thank each of you for your extra efforts.
In the meantime, we look forward to a great Design Automation Conference in New
Orleans next week. Cadence and Simplex have a powerful set of messages regarding
our undisputed technology leadership at 0.13 microns and beyond. At those
geometries, here's what we have to offer:
- Best in class digital implementation tools. We are combining the
complete Simplex tool suite with Silicon Ensemble-PKS, Silicon Perspective First
Encounter, CadMOS tools, Plato NanoRoute.
- Best integrated solutions. Again Cadence is the technology leader, from
functional verification and synthesis/place-and-route, to analog/custom design
and high-speed board design. Of course in the IC domain, OpenAccess is a
critical part of our strategy.
- Best digital/mixed-signal (D/MS) solutions. We estimate that 50% of
design starts at 0.13 micron will be large digital designs with critical
analog/mixed-signal content. Our strengths in analog/mixed-signal design will be
critical to our customers' success.
There you have it. It's quite a line-up of leading technology that shows our
commitment to building the success of our customers. I know that I'm speaking
for everyone at Cadence when I say that we are all thrilled about
welcoming you to Cadence.
Ray Bingham
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT
On May 28, 2002, Cadence Design Systems, Inc. filed with the Securities
and Exchange Commission an amended registration statement, including a proxy
statement/prospectus, and other relevant materials in connection with the
proposed merger. The proxy statement/prospectus was mailed to the stockholders
of Simplex on or about May 29, 2002. Investors and security holders of Simplex
are urged to read the proxy statement/prospectus and the other relevant
materials because they will contain important information about Cadence, Simplex
and the proposed merger. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Cadence or Simplex with the
Securities and Exchange Commission, may be obtained free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the Securities and Exchange Commission by Cadence by contacting
Cadence Investor Relations, 2655 Seely Avenue, Building 5, San Jose, California
95134, 408-943-1234. Investors and security holders may obtain free copies of
the documents filed with the Securities and Exchange Commission by Simplex by
contacting Simplex Investor Relations, 521 Almanor Avenue, Sunnyvale, California
94085, 408-617-6200. Investors and security holders
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are urged to read the proxy statement/prospectus and the other relevant
materials before making any voting or investment decision with respect to the
proposed merger.
Simplex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Simplex in
favor of the proposed merger. A description of the interests of the executive
officers and directors in Simplex is set forth in the proxy statement for
Simplex's 2002 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission on January 10, 2002. Investors and security
holders may obtain more detailed information regarding the direct and indirect
interests of the executive officers and directors in the proposed merger by
reading the proxy statement/prospectus filed with the Securities and Exchange
Commission on May 28, 2002. These documents are available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
Simplex by directing a request to Simplex Investor Relations, 521 Almanor
Avenue, Sunnyvale, California 94085, 408-617-6200.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This e-mail message contains forward-looking statements within the
meaning of the federal securities laws, including, without limitation,
statements regarding the proposed merger between Cadence and Simplex; the
expected time of closing the merger; intentions and expectations regarding
customers, products, solutions and technologies. These statements are subject to
risks and uncertainties that could cause actual results and events to differ
materially, including, without limitation, the following: the approval of the
proposed merger by Simplex's stockholders; the satisfaction of closing
conditions, including the receipt of regulatory approvals; the successful
integration of Simplex's employees and technologies; the rapid pace of
technological change in the electronics and semiconductor industries; and the
introduction of new products by competitors or the entry of new competitors into
the markets for Cadence's and Simplex's products. A detailed discussion of other
risks and uncertainties that could cause actual results and events to differ
materially from such forward-looking statements is included in Cadence's and
Simplex's most recent filings with the Securities and Exchange Commission.
Neither Cadence nor Simplex undertakes any obligation to update forward-looking
statements to reflect events or circumstances occurring after the date of this
e-mail message.
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