UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
x | Soliciting Material under Rule 14a-12 |
Virage Logic Corporation
(Name of Registrant as Specified In Its Charter)
Synopsys, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Important Information
Additional information and where to find it
Virage Logic Corporation intends to file with the Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the acquisition. The definitive proxy statement will be sent or given to the stockholders of Virage Logic. Before making any voting or investment decision with respect to the merger, investors and stockholders of Virage Logic are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the acquisition. The proxy statement and other relevant materials (when they become available), and any other documents filed by Virage Logic with the SEC, may be obtained free of charge at the SEC’s website atwww.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Virage Logic at its corporate Web site at www.Virage Logic.com in the Investor Relations section, or by contacting Investor Relations at Virage Logic Corporation, 47100 Bayside Parkway, Fremont, CA 94538.
Participants in the solicitation
Virage Logic and Synopsys, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Virage Logic stockholders in connection with the acquisition. Information about Synopsys’ directors and executive officers is set forth in Synopsys’ proxy statement on Schedule 14A filed with the SEC on February 5, 2010 and Synopsys’ Annual Report on Form 10-K filed on December 18, 2009. Information about Virage Logic’s directors and executive officers is set forth in Virage Logic’s proxy statement on Schedule 14A filed with the SEC on March 9, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that Virage Logic intends to file with the SEC.
Safe Harbor Statement/Forward-Looking Statements
The following contains forward-looking statements within the meaning of U.S. federal securities laws, including statements regarding the expected closing of the acquisition of Virage Logic, the expected impact on Synopsys financial results, benefits of the proposed transaction, and integration of Virage Logic’s offering and employees with those of Synopsys. 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 the control of Synopsys. These risks and uncertainties include, among others: the ability to satisfy the closing conditions to complete the acquisition of Virage Logic; the ability to integrate the acquired business and technologies with our own; the effect of the announcement of the merger on Synopsys’ and Virage Logic’s respective businesses, including possible delays in customer orders; the potential inability to operate or integrate Virage Logic’s business successfully, including the potential loss of customers, key employees, partners or vendors; and uncertain customer demand and support obligations for the new offerings. Other risks and uncertainties that may apply are set forth in the Risk Factors section of Synopsys’ most recently filed Quarterly Report on Form 10-Q. Synopsys assumes no obligation to update any forward-looking statement contained in this press release.
Explanatory Note
The following material was presented to employees of Virage Logic on June 10, 2010.
![]() Synopsys to Acquire Virage Logic June 10, 2010 Joachim Kunkel Sr. Vice President and GM Solutions Group |
![]() ©Synopsys 2010 2 • Synopsys has agreed to acquire Virage for ~$315M • Complements our current IP portfolio with – embedded memories and std cell libraries – programmable cores for control and multimedia sub-systems – high speed interfaces • Grows our engineering staff and expertise so we can better meet our customers' evolving IP needs • Virage will be merged with Synopsys’ Solutions Group, headed by Joachim Kunkel, Sr. Vice President and General Manager • We expect the transaction to close in Synopsys' fiscal Q4, following customary regulatory approvals and satisfaction of closing conditions Synopsys to Acquire Virage Logic |
![]() ![]() ©Synopsys 2010 3 Cadence Synopsys Mentor Quarterly Revenue $M Magma Synopsys: A Brief Overview Synopsys Profile • FY09 Revenue: $1.36B • Total Backlog: $2.20B (end of FY09) • R&D / Rev.: >30% >2,500 R&D engineers >1,500 tech. consultants ~6,000 employees ~65 offices Zroute Faster Routing 10X Faster Minchip optimization 25% Smaller Die Test Solutions 100 X Reduction Test Data Volume Lynx Design System Integrated, Proven RTL2GDSII Flow Primetime Multicore 2X Faster Golden Signoff Design Compiler Graphical Predicts, Alleviates Routing Congestion IC Validator 32-nm Design Rule Check Galaxy 2009 Multicore 2x-20x Faster Galaxy Constraint Analyzer Look-Ahead Constraint Analysis Discovery 2009 Multicore 2x-4x Faster MCMM 2x Faster Design Closure Virtual Prototyping SuperSpeed USB 3.0 Models CustomSim 60X Faster Timing Signoff 2X Faster Closure Synopsys Innovations March 2008… … February 2010 |
![]() ![]() ![]() ![]() ©Synopsys 2010 4 Physics Function Verification Verification Synopsys Business Focus Solutions Group (SG) |
![]() ©Synopsys 2010 5 Brian Beattie CFO Jan Collinson Sr. VP, HR Brian Cabrera General Counsel Antun Domic Sr. VP & GM IG Paul Lo Sr. VP & GM AMSG John Chilton Sr. VP MKTG & Corp Dev Joe Logan Sr. VP WWS Deirdre Hanford Sr. VP GTS Manoj Gandhi Sr. VP & GM VG Joachim Kunkel Sr. VP & GM SG Aart de Geus Chairman & CEO Chi-Foon Chan President & COO Businesses Field Howard Ko Sr. VP & GM SEG Infrastructure |
![]() ©Synopsys 2010 6 DW Digital IP DW Analog/Mixed-Signal IP DW Verification IP $123M in Revenue* Second Largest IP Vendor* #1 in Interface IP* #1 in Analog IP* 700+ IP Engineers including 450+ Analog/Mixed-Signal Engineers Synopsys IP Portfolio * Source: Gartner (March 2010) |
![]() ©Synopsys 2010 7 • Enables access to a comprehensive IP portfolio – embedded memories and standard cell libraries – programmable cores for control and multimedia sub-systems – interface and analog IP • Provides customers with portfolio of high-quality IP, common licensing terms, and expert integration support • Grows our engineering staff and expertise so we can better meet our customers' evolving IP needs Benefits to Our Customers |
![]() ©Synopsys 2010 8 Combined IP Revenue* *simplified accounting for non-overlapping fiscal years Virage Logic street estimates Synopsys internal projection 13% CAGR Revenue |
![]() ©Synopsys 2010 9 Organization • The two companies will continue to operate as independent entities until the acquisition closes • Between now and close, the two management teams will explore how to best organize the combined operation |
![]() ©Synopsys 2010 10 The Solutions Group Team Joachim Kunkel SVP/GM Solutions Group Anwar Awad VP Eng AMS IP Ralph Morgan VP Eng Digital IP & VIP Simon Bennett Director CAE Digital IP & VIP John Koeter VP Marketing Pierre Bricaud Director Eng Helen Gwosden HR Business Partner Valerie Minassian Controller Eshel Haritan VP Eng Systems Quick Facts •IP, System-Level Design, FPGA Implementation, and Prototyping •~$250M business •1,200 engineers Andrew Dauman VP Eng FPGA Prototyping Bob Erickson Director Eng HL Synthesis Jim Robinson Group Dir Eng FPGA Synthesis IP |
![]() ©Synopsys 2010 11 • Key customers, partners etc. are being informed by Virage Logic's and Synopsys' management • Outside communication is handled only through designated Virage and Synopsys spokespersons • No interaction with outside audiences on this topic – no comment on calls or e-mails from the outside – ask them to contact your official spokespersons or Synopsys • press – Yvette Huygen (yvetteh@synopsys.com) • products – John Koeter (koeter@synopsys.com) • legal/financial – Brian Cabrera (bcabrera@synopsys.com) Confidentiality |
![]() ©Synopsys 2010 12 Until The Acquisition Closes How Can You Help? • Maintain focus on your responsibilities and projects • Continue supporting your products and customers • Continue driving your business forward • Remember … The two companies will continue to operate as independent entities until the close |