Synopsys to acquire Numerical Technologies

IC design software developer Synopsys is to acquire lithography tool vendor Numerical Technologies for around $250 million.

The acquisition will be effected by means of a cash tender offer of all of the outstanding shares of Numerical for a cash purchase price of $7.00 per share, followed by a second-step merger in which Synopsys would acquire any untendered Numerical shares at the same price per share.

The acquisition is subject to certain conditions, including the tender of a majority of the fully diluted shares of Numerical, receipt of regulatory approvals, and other customary conditions.

Synopsys will also assume all outstanding Numerical stock options in the transaction.

Synopsys expects the acquisition will be dilutive in fiscal year 2003 by less than 10c per fully diluted share on an earnings before goodwill basis, and accretive in fiscal year 2004.

The boards of directors of both companies have approved the transaction. In addition, Numerical’s executive officers and directors, who collectively own approximately 20% of the outstanding shares of Numerical, have agreed to tender their shares to Synopsys in the transaction.

The transaction is expected to close during the first calendar quarter of 2003.

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