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CDNS > SEC Filings for CDNS > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Results of Operati

Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 22, 2013 (the "Effective Date"), Cadence Design Systems, Inc. ("Cadence") completed its previously announced acquisition of Tensilica, Inc. ("Tensilica") pursuant to the Agreement and Plan of Merger, dated March 11, 2013 (the "Merger Agreement"), by and among Cadence, Tundra Holdings, Inc., a wholly-owned subsidiary of Cadence ("Holdings"), Tundra Subsidiary Corporation, a wholly-owned subsidiary of Holdings ("Acquisition Sub"), Tensilica and Shareholder Representative Services LLC (solely in its capacity as stockholder agent).
Under the terms of the Merger Agreement, Acquisition Sub merged with and into Tensilica on the Effective Date (the "Merger"), with Tensilica continuing as the surviving entity and becoming an indirect wholly-owned subsidiary of Cadence. The cash outlay at closing, after taking into account adjustments for certain costs and an estimated $25 million of cash held by Tensilica at closing, was approximately $326 million. In addition, Cadence assumed the unvested stock options granted to the employees of Tensilica who became employees of Cadence after the Merger.
The summary above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which Cadence intends to file as an exhibit to Cadence's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013.

Item 2.02. Results of Operations and Financial Condition.
On April 24, 2013, Cadence issued a press release announcing its financial results for the first quarter ended March 30, 2013.
A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.        Description

99.01              Press Release issued by Cadence Design Systems, Inc. on April
                   24, 2013.

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