On August 3, 2012, Synopsys Taiwan Ltd., a wholly owned subsidiary of Synopsys, Inc. incorporated and in existence under the laws of the Republic of China (Taiwan) ("Synopsys Taiwan") entered into an Agreement and Plan of Merger ("Merger Agreement") with SpringSoft, Inc., a company incorporated and in existence under the laws of Taiwan ("SpringSoft").

Under the Merger Agreement, Synopsys Taiwan commenced a cash tender offer (the "Offer") on August 6, 2012 to acquire all of the outstanding shares of common stock of SpringSoft (the "Shares") at a price of NT$57.00 per Share (the "Offer Price"). The Offer will remain open for 50 days and may be extended for up to an additional 30 days. Consummation of the Offer is subject to various conditions, including obtaining regulatory approvals and the tender of Shares representing at least 51% of SpringSoft's outstanding Shares (based on SpringSoft's corporate registration with Taiwanese governmental authorities as of the date of the commencement of the Offer). Pursuant to the Merger Agreement, after the consummation of the Offer, and subject to the satisfaction of certain conditions set forth in the Merger Agreement, including SpringSoft board and, if applicable, shareholder approval, SpringSoft will merge into Synopsys Taiwan (the "Merger"). At the closing of the Merger, each Share not tendered and accepted pursuant to the Offer will be cancelled and converted into the right to receive NT$57.00 per Share.

In conjunction with the Merger, equity awards that are vested and outstanding prior to the closing of the Merger will be converted into the right to receive cash equal to the difference between the Offer Price and the applicable exercise price of such equity awards, while certain equity awards that are unvested prior to the closing of the Merger will be assumed and converted into equity awards of Synopsys, Inc. ("Synopsys") on substantially similar terms.

The Merger Agreement includes detailed representations, warranties and covenants of SpringSoft, and customary representations, warranties and covenants of Synopsys Taiwan. SpringSoft has agreed to operate its business and the business of its subsidiaries in the ordinary course until the closing of the Merger. SpringSoft has also agreed (a) to terminate any existing discussions or negotiations and (b) not to solicit, initiate or knowingly encourage or knowingly facilitate alternative acquisition proposals or initiate discussions with any third party regarding an acquisition proposal.

Concurrently with the execution of the Merger Agreement, Synopsys entered into a guarantee with SpringSoft pursuant to which Synopsys guaranteed the obligations of Synopsys Taiwan under the Merger Agreement, including the payment of consideration pursuant to the Offer and Merger. In addition, concurrently with the execution of the Merger Agreement, Synopsys Taiwan entered into a tender agreement with certain directors of SpringSoft providing for such directors to, among other things, tender all of their issued and outstanding Shares into the Offer and vote as directors in favor of adoption of the Merger Agreement. As of the date of the commencement of the Offer, Shares held by such directors represented, in the aggregate, approximately 9.76% of the Shares outstanding.

On August 3, 2012, Synopsys issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Safe Harbor for Forward-Looking Statements

This Current Report on Form 8-K, including the copy of the press release attached hereto as Exhibit 99.1, contains forward-looking statements, including statements regarding the expected closing of Synopsys' acquisition of SpringSoft, expected impact on Synopsys' financial results, benefits of the proposed transaction, and expected integration of SpringSoft's product offering. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, and that are outside Synopsys' control. These risks and uncertainties include, among others: the ability of the parties to consummate the acquisition in a timely manner or at all; the satisfaction of the conditions precedent to consummation of the acquisition, including the minimum tender of Shares by SpringSoft shareholders into the Offer, the approval of the follow-on merger, and the ability to secure regulatory approvals in a timely manner or at all; foreign exchange fluctuations; the possibility of litigation (including relating to the transaction itself); the effect of the announcement of the acquisition on Synopsys' and SpringSoft's

(d) Exhibits

Exhibit
Number                                   Exhibit Title

 99.1        Press release issued by Synopsys, Inc. on August 3, 2012 regarding
             agreement to acquire SpringSoft, Inc.