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 press release issued by Simplex on May 3,
2002 regarding Simplex's adoption of a stockholder rights plan:
SIMPLEX SOLUTIONS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
SUNNYVALE, Calif., May 3 /PRNewswire-FirstCall/ -- Simplex Solutions, Inc.
(Nasdaq: SPLX), a leading provider of software and services for the design and
verification of integrated circuits (ICs), today announced that, in connection
with Simplex's proposed merger with Cadence Design Systems, Inc. (NYSE: CDN),
Simplex's board of directors has adopted a stockholder rights plan. Under the
plan, Simplex will issue a dividend of one right for each share of its common
stock held by stockholders of record as of the close of business on May 17,
2002.
The stockholder rights plan is designed to guard against partial tender offers
and other coercive tactics to gain control of the company without offering a
fair and adequate price and terms to all of Simplex's stockholders. The plan was
not adopted in response to any efforts to acquire the company, and, other than
the proposed transaction with Cadence (which is excepted under the plan),
Simplex is not aware of any such efforts.
Each right will initially entitle stockholders to purchase a fractional share of
Simplex's preferred stock for $70. However, the rights are not immediately
exercisable and will become exercisable only upon the occurrence of certain
events. If a person or group acquires, or announces a tender or exchange offer
that would result in the acquisition of, 15 percent or more of Simplex's common
stock while the stockholder rights plan remains in place, then, unless the
rights are redeemed by Simplex for $0.001 per right, the rights will become
exercisable by all rights
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holders except the acquiring person or group for shares of Simplex or shares of
the third party acquirer having a value of twice the right's then-current
exercise price. Further details of the plan are outlined in a letter that will
be mailed to stockholders following the record date.
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.
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SIMPLEX ADOPTS STOCKHOLDER RIGHTS PLAN............................ PAGE 2 OF 2
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 press release contains forward-looking statements within the meaning of the
federal securities laws, including, without limitation, statements regarding the
proposed merger between Simplex and Cadence and the stockholder rights plan.
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 to the proposed merger, including the receipt
of regulatory approvals; and the effectiveness of the stockholder rights plan in
guarding against partial tender offers and other coercive tactics to gain
control of Simplex. 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 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.
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Note: Simplex Solutions and the Simplex logo are trademarks of Simplex
Solutions, Inc.
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SOURCE Simplex Solutions, Inc.
Web site: http://www.simplex.com
CONTACT: Janet Greene - PR, +1-408-617-6195, or
jgreene@simplex.com, or Jonathan Lin - IR, +1-408-617-6193, or
jonathan@simplex, both of Simplex Solutions, Inc.