Filed by Simplex Solutions, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Simplex Solutions, Inc.
Commission File No.: 000-32487
This filing relates to a proposed merger between Cadence Design
Systems, Inc. ("Cadence") and Simplex Solutions, Inc. ("Simplex") pursuant to
the terms of an Agreement and Plan of Merger, dated as of April 24, 2002, by and
among Cadence, Simplex and Zodiac Acquisition, Inc.
The following is the text of a form of e-mail that was sent to certain
customers and potential customers of Simplex:
Cadence Expands Technology Leadership at 0.13-Micron-and-Below with acquisition
of Simplex
[Name]
Hi!
You may have heard the news about the proposed Cadence-Simplex merger (April
24th). We're excited about the synergies we anticipate between our visions, our
complementary product lines and combined design engineering capabilities. We
believe that the broader product line, expected increase access to research and
development and combined technical experience from our merger with Cadence will
allow us to serve our customers better.
Specifically, addressing the SOC_Design_Foundry business, once the merger
closes, we anticipate that we will continue to operate as a business unit,
working with you in the same way and with the same engineering team, with a
consistent focus on the quality of results and timely delivery. Simplex has
always put its customers first, and we will continue to do so in the future.
I'll be happy to schedule a meeting or a teleconference call to discuss this
more fully with you. Please let me know. Thanks!
Regards
[Name]
[Phone Number]
[E-mail Address]
P.S.: The full text of two press releases is attached below
Cadence Design To Buy Simplex Solutions For $300 Million In Stock
SAN JOSE , Calif. -(Dow Jones)- Cadence Design Systems Inc. (CDN) agreed to
acquire Simplex Solutions Inc. (SPLX) for $300 million in stock, or $18 a share,
a 50% premium above the chip-tester's Wednesday close of $12.30 a share. In a
press release Wednesday, Cadence said it expects the acquisition to close during
the third quarter and to boost its ability to compete in the 0.13-micron-
and-below market. If the deal closes, Simplex Chairman and Chief Executive Penny
Herscher will become executive vice president and chief marketing officer at
Cadence. Simplex President and Chief Operating Officer Aki Fujimura will become
general manager of the company's Design For Manufacturability unit, and Simplex
Chief Technology Officer Steve Teig will become Cadence's chief scientist.
Shares of Simplex Solutions were halted for news dissemination. In after-hours
trading, shares of Simplex Solutions recently switched hands at $14.97 apiece,
up $2.67 from the official close. Shares of Cadence closed at $21.07, down 16
cents, or 0.8%, on the New York Stock Exchange.
http://biz.yahoo.com/djus/020424/200204241717001114_1.html; WEDNESDAY APRIL 24,
5:17 PM EASTERN TIME
CADENCE EXPANDS TECHNOLOGY
LEADERSHIP AT 0.13-MICRON-AND-BELOW
WITH ACQUISITION OF SIMPLEX
Cadence Brings Together World-Class Teams and Best-in-Class Technologies
SAN JOSE, Calif., April 24 /PRNewswire-FirstCall/ -- Cadence Design Systems,
Inc. (NYSE: CDN), the world's leading supplier of electronic design products and
services, today announced it has signed a definitive merger agreement to acquire
Simplex Solutions, Inc. (Nasdaq: SPLX), a Sunnyvale, California-based company
that provides software and services for the design and verification of
integrated circuits (ICs). An analyst/press briefing hosted by the CEOs of
Cadence and Simplex will begin at 1:45 p.m. (Pacific) and can be accessed at
http://www.cadence.com/company/investor_relations.
Under the terms of the agreement, Cadence will acquire Simplex in a tax-free,
stock-for-stock merger with an equity value of approximately $300 million, or
$18 per share of Simplex common stock, at the time of announcement. The
acquisition is expected to be completed in the third quarter of 2002.
"Our strategy is to bring the best technology to market for
0.13-micron-and-below design," said Ray Bingham, president and CEO of Cadence
Design Systems. "We have been building the solutions for the next generation of
IC design for more than a year now. We are executing through our own innovation,
accelerated by the acquisition of leading-edge technology from CadMOS, Silicon
Perspective Corp. and Plato Design Systems. The proposed acquisition of Simplex
fuels our efforts to supply our customers with the world's best technology to
ensure 1st Silicon Success(R). Simplex's world-class technology and management
team will be making significant contributions to the combined company."
"We're excited by the opportunity to participate in the transformation of
Cadence and the electronics industry," said Penny Herscher, chairman and CEO of
Simplex. "With Cadence's strong global channel and technology investment in
0.13-micron and below, together we are able to deliver the best immediate and
long-term solutions for our customers' most daunting technology challenges."
As semiconductor process geometries move to 0.13-micron and below,
deep-submicron (DSM) physics create new challenges for the semiconductor
industry that require a new generation of design technology solutions. To be
successful at these smaller geometries, designers need tools that can easily
interoperate, support hierarchical design methods and rapid prototyping, and
that take into account critical DSM effects such as signal integrity, voltage
(IR) drop, electromigration and substrate noise.
As a leading innovator in the area of DSM system-on-a-chip (SoC) verification
solutions, Simplex will provide Cadence with complementary best-in-class
technology for 3D parasitic extraction and full-chip power-grid planning,
electromigration and signal integrity solutions. Simplex also brings a
fast-growing, leading-edge design services capability that specializes in
high-performance, multi-million-gate digital designs to complement Cadence's
strengths in leading-edge analog and mixed-signal design. Simplex will also
provide Cadence with an exciting opportunity to improve supply chain
relationships through the X Initiative, and design performance, power, cost and
yield through the X Architecture interconnect technology.
Once the merger is completed, the Simplex leadership team will play key roles in
Cadence's future. Penny Herscher will become executive vice president and chief
marketing officer responsible for marketing, strategy, Tality and the Simplex
SoC Design Foundry, reporting to Ray Bingham. Aki Fujimura, Simplex president
and COO, will become corporate vice president and general manager of the Design
for Manufacturability business unit, reporting to Lavi Lev, executive vice
president and general manager of the IC business unit. Steve Teig, Simplex chief
technology officer, will become the Cadence chief scientist and will join the
office of the CTO, reporting to Ray Bingham.
Customers Applaud Merger
"Both Cadence and Simplex products are part of ST's standard design kit for our
advanced 0.13 micron process," said Joel Monnier, corporate vice president and
central
R&D director at ST Microelectronics. "The addition of the Simplex tools and
team, together with its recent acquisition of Silicon Perspective and Plato
Design Systems, gives Cadence a complete set of best-in-class solution for
0.13-micron and below."
"We have worked closely with Simplex on the technology for the X Architecture
for more than three years," said Dr. Susumu Kohyama, corporate senior vice
president, Toshiba Corporation. "Cadence is also a trusted design technology
partner, and we look forward to continuing our collaboration on the X
Architecture as the Simplex team becomes part of Cadence."
Terms of the Merger Agreement
Upon closing of the merger, Simplex stockholders will receive in exchange for
each outstanding share of Simplex stock held by them between 0.924 and 0.756
shares of Cadence common stock, depending on the price of Cadence common stock
prior to the closing.
The merger of Cadence and Simplex is subject to certain conditions, including
compliance with applicable regulatory requirements and the approval by Simplex's
stockholders. As a result of the merger, Simplex will become a wholly owned
subsidiary of Cadence.
In connection with the merger agreement, Simplex has issued to Cadence an option
to purchase 19.9% of the outstanding shares of Simplex stock for $18 per share.
The option will become exercisable under certain circumstances.
About Cadence
Cadence is the largest supplier of electronic design technologies, methodology
services, and design services. Cadence solutions are used to accelerate and
manage the design of semiconductors, computer systems, networking and
telecommunications equipment, consumer electronics, and a variety of other
electronics-based products. With approximately 5,600 employees and 2001 revenues
of approximately $1.4 billion, Cadence has sales offices, design centers, and
research facilities around the world. The company is headquartered in San Jose,
California, and traded on the New York Stock Exchange under the symbol CDN. More
information about the company, its products and services are available at
http://www.cadence.com .
About Simplex
Simplex Solutions, Inc. provides software and services for the design and
verification of integrated circuits (ICs) to enable its communications, computer
and consumer-products customers to achieve first-time production success and
rapid delivery of complex systems-on-chip. Simplex's customers use its products
and services prior to manufacture to design and verify ICs to help ensure that
they will perform as intended, taking into account the complex effects of
deep-submicron semiconductor physics. Simplex can be reached at 408-617-6100 or
on the web at http://www.simplex.com .
Additional Information about the Proposed Merger and Where to Find It
Cadence Design Systems, Inc. and Simplex Solutions, Inc. intend to file with the
Securities and Exchange Commission a registration statement, including a proxy
statement/prospectus, and other relevant materials in connection with the
proposed merger. The proxy statement/prospectus will be mailed to the
stockholders of Simplex. Investors and security holders of Simplex are urged to
read the proxy statement/prospectus and the other relevant materials when they
become available because they will contain important information about Cadence,
Simplex and the proposed merger. The proxy statement/prospectus and other
relevant materials (when they become available), and any other documents filed
by Cadence or Simplex with the Securities and Exchange Commission, may be
obtained free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange Commission by
Cadence by contacting Cadence Investor Relations, 2655 Seely Avenue, Building 5,
San Jose, California 95134, 408-943-1234. Investors and security holders may
obtain free copies of the documents filed with the Securities and Exchange
Commission by Simplex by contacting Simplex Investor Relations, 521 Almanor
Avenue, Sunnyvale, California 94085, 408-617-6100. Investors and security
holders are urged to read the joint proxy statement/prospectus and the other
relevant materials when they become available before making any voting or
investment decision with respect to the proposed merger.
Simplex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Simplex in
favor of the proposed merger. A description of the interests of the executive
officers and directors in Simplex is set forth in the proxy statement for
Simplex's 2002 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission on January 10, 2002. This document is
available free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from Simplex by directing a request to Simplex Investor
Relations, 521 Almanor Avenue, Sunnyvale, California 94085, 408-617-6100.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of the executive officers and directors in the
proposed merger by reading the joint proxy statement/prospectus when it becomes
available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
federal securities laws, including, without limitation, statements regarding the
following: the proposed merger between Cadence and Simplex and the potential
benefits and opportunities relating to the proposed merger; strategies, beliefs
and expectations regarding technologies, products, services and solutions; the
electronics and semiconductor industries; and the integration of the Simplex
leadership team. These statements are subject to risks and uncertainties that
could cause actual results and events to differ materially, including, without
limitation, the following: the approval of the proposed merger by Simplex's
stockholders; the satisfaction of closing conditions,
including the receipt of regulatory approvals; the successful integration of
Simplex's employees and technologies; the rapid pace of technological change in
the electronics and semiconductor industries; fluctuations in the demand for
Cadence's and Simplex's products, services and solutions; possible development
or marketing delays relating to product offerings; and the introduction of new
products by competitors or the entry of new competitors into the markets for
Cadence's and Simplex's products. A detailed discussion of other risks and
uncertainties that could cause actual results and events to differ materially
from such forward-looking statements is included in Cadence's and Simplex's most
recent filings with the Securities and Exchange Commission. Simplex undertakes
no obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of this press release.
NOTE: 1st Silicon Success is a registered trademark and Simplex Solutions and
the Simplex logo are trademarks of Simplex Solutions, Inc. Cadence and the
Cadence logo are registered trademarks of Cadence Design Systems, Inc. All other
trademarks are the property of their respective owners.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT
Cadence Design Systems, Inc. and Simplex Solutions, Inc. intend to file
with the Securities and Exchange Commission a registration statement, including
a proxy statement/prospectus, and other relevant materials in connection with
the proposed merger. The proxy statement/prospectus will be mailed to the
stockholders of Simplex. Investors and security holders of Simplex are urged to
read the proxy statement/prospectus and the other relevant materials when they
become available because they will contain important information about Cadence,
Simplex and the proposed merger. The proxy statement/prospectus and other
relevant materials (when they become available), and any other documents filed
by Cadence or Simplex with the Securities and Exchange Commission, may be
obtained free of charge at the Securities and Exchange Commission's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the Securities and Exchange Commission by Cadence by
contacting Cadence Investor Relations, 2655 Seely Avenue, Building 5, San Jose,
California 95134, (408) 943-1234. Investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange Commission by
Simplex by contacting Simplex Investor Relations, 521 Almanor Avenue, Sunnyvale,
California 94085, (408) 617-6100. Investors and security holders are urged to
read the proxy statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect to
the proposed merger.
Simplex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Simplex in
favor of the proposed merger. A description of the interests of the executive
officers and directors in Simplex is set forth in the proxy statement for
Simplex's 2002 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission on January 10, 2002.
This document is available free of charge at the Securities and Exchange
Commission's web site at www.sec.gov and from Simplex by directing a request to
Simplex Investor Relations, 521 Almanor Avenue, Sunnyvale, California 94085,
(408) 617-6100. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the executive
officers and directors in the proposed merger by reading the proxy
statement/prospectus when it becomes available.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the
federal securities laws, including, without limitation, statements regarding the
following: the proposed merger between Cadence and Simplex and the strategies,
benefits and opportunities relating to the proposed merger; Simplex's business
units and customers; strategies, beliefs and expectations regarding
technologies, products, services and solutions; the electronics and
semiconductor industries; and the integration of the companies and the Simplex
leadership team. These statements are subject to risks and uncertainties that
could cause actual results and events to differ materially, including, without
limitation, the following: the approval of the proposed merger by Simplex's
stockholders; the satisfaction of closing conditions, including the receipt of
regulatory approvals; the successful integration of Simplex's employees and
technologies; possible shifts in strategies due to changes in demand or actions
by competitors; the rapid pace of technological change in the electronics and
semiconductor industries; fluctuations in the demand for Cadence's and Simplex's
products, services and solutions; possible development or marketing delays
relating to product offerings; and the introduction of new products by
competitors or the entry of new competitors into the markets for Cadence's and
Simplex's products. A detailed discussion of other risks and uncertainties that
could cause actual results and events to differ materially from such
forward-looking statements is included in Cadence's and Simplex's most recent
filings with the Securities and Exchange Commission. Simplex undertakes no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of this document.