Filed by Synopsys, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Avant! Corporation
File No. 333-75638
The following press release was issued jointly by Synopsys, Inc. and Avant!
Corporation on January 28, 2002.
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. The merger is
expected to close between March and June of 2002, pending expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
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-K filed with the Securities and Exchange Commission (SEC) on January 25, 2002
(pp. 30-35), 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.
# # #
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.