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| SNPS > SEC Filings for SNPS > Form 8-K on 3-Dec-2012 | All Recent SEC Filings |
3-Dec-2012
Completion of Acquisition or Disposition of Assets, Other Events, Financial Statemen
As previously announced, on October 1, 2012, Synopsys Taiwan Co. Ltd., a wholly owned subsidiary of Synopsys, Inc. incorporated and in existence under the laws of the Republic of China (Taiwan) ("Synopsys Taiwan"), formerly Synopsys Taiwan Ltd., completed and settled a cash tender offer in which Synopsys Taiwan acquired approximately 91.64% of the outstanding shares of common stock of SpringSoft, Inc., a company incorporated and in existence under the laws of Taiwan ("SpringSoft"), at a price of NT$57.00 per share.
On November 30, 2012, Synopsys Taiwan completed the follow-on merger in which SpringSoft merged into Synopsys Taiwan. Pursuant to the terms of the merger, Synopsys Taiwan agreed to pay NT$57.00 per share to the holders of the remaining outstanding shares of common stock of SpringSoft, resulting in an aggregate purchase price of approximately NT$997 million for the remaining outstanding shares. The merger and the tender offer were conducted pursuant to the terms and conditions set forth in the Agreement and Plan of Merger between Synopsys Taiwan and SpringSoft entered into on August 3, 2012, as more fully described in the Current Reports on Form 8-K filed by Synopsys, Inc. with the Securities and Exchange Commission on August 9, 2012 and October 2, 2012, which are incorporated by reference herein.
On December 2, 2012, Synopsys, Inc. issued a press release announcing the completion of the follow-on merger between Synopsys Taiwan and SpringSoft. A copy of the press release is attached hereto as Exhibit 99.1.
(d) Exhibits
Exhibit
Number Exhibit Title
99.1 Press release issued by Synopsys, Inc. on December 2, 2012 regarding
completion of the follow-on merger between Synopsys Taiwan and
SpringSoft
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