Synopsys Acquires Virage Logic for $315 Million

Synopsys, Inc. (Nasdaq: SNPS), a world leader in software and IP for semiconductor design, verification and manufacturing, and Virage Logic Corporation (Nasdaq: VIRL), a leading independent provider of semiconductor intellectual property (IP) for the design of complex integrated circuits, announced they have signed a definitive agreement for Synopsys to acquire Virage Logic. Virage Logic’s offering will complement Synopsys’ DesignWare® interface and analog IP portfolio by adding embedded memories with test and repair, non-volatile memories (NVMs), standard cell libraries, and programmable cores for control and multimedia sub-systems. With this acquisition, Synopsys will strengthen its ability to help design teams achieve their system-on-chip (SoC) development goals by providing them with a more comprehensive portfolio of production-proven, high-quality IP and excellent worldwide technical support.

Under the terms of the agreement, Synopsys will pay $12.00 cash per Virage Logic share, resulting in a transaction value of approximately $315 million, or approximately $289 million net of cash acquired. The transaction is subject to regulatory and Virage Logic shareholder approval, as well as other customary closing conditions.

The boards of directors of both companies have approved the transaction, and Virage Logic President and CEO Alex Shubat will join Synopsys. After the closing, Virage Logic will become part of Synopsys, and Virage Logic stock will cease trading. The transaction is expected to close in the fourth quarter of Synopsys’ fiscal 2010. Therefore, Synopsys anticipates the transaction to be neutral to non-GAAP earnings per share in fiscal 2010, and accretive in fiscal 2011.

“With more functionality being integrated into a single device, high-quality IP continues to be key for enabling designers to reduce integration risk and speed time-to-market,” said Dr. Aart de Geus, chairman and CEO at Synopsys. “Bringing Synopsys and Virage Logic together broadens our portfolio and builds on two very strong technical teams. It is also in line with what so many customers are looking to Synopsys to address: a way to quickly incorporate standard functions into their SoCs so they can focus on developing differentiated products.”

“When I co-founded Virage Logic in 1996, it was with the belief that a semiconductor IP company could provide the technically superior building blocks that the industry needed to accelerate development of high quality, cost-effective end products,” said Dr. Alex Shubat, president and CEO of Virage Logic. “Today, the transition to a fabless, or ‘fab-lite’ model, coupled with the explosion in SoC product development costs at the advanced process nodes, has resulted in an escalating need by the semiconductor manufacturers for production-proven IP. By joining forces with Synopsys’ impressive engineering team and by gaining access to their global channel, we will be able to accelerate the development and delivery of our broad product offering to help customers meet their design-for-profitability goals. I am excited to join Synopsys to further my original vision.”

Webcast Scheduled
Aart de Geus, chairman and CEO of Synopsys, and Brian Beattie, chief financial officer, will host an audio webcast to discuss the merger on June 10, 2010, at 6:00 a.m. PT, 9:00 a.m. ET. Attendees are asked to register at the website at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting June 10 at 7:30 a.m. PT, 10:30 a.m. ET, and remain available for approximately 60 days. Webcast access is available at www.synopsys.com/Company/InvestorRelations.

About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is a world leader in electronic design automation (EDA), supplying the global electronics market with the software, intellectual property (IP) and services used in semiconductor design, verification and manufacturing. Synopsys’ comprehensive, integrated portfolio of implementation, verification, IP, manufacturing and field-programmable gate array (FPGA) solutions helps address the key challenges designers and manufacturers face today, such as power and yield management, system-to-silicon verification and time-to-results. These technology-leading solutions help give Synopsys customers a competitive edge in bringing the best products to market quickly while reducing costs and schedule risk. Synopsys is headquartered in Mountain View, California, and has more than 65 offices located throughout North America, Europe, Japan, Asia and India.

About Virage Logic Corp
Virage Logic is a leading independent provider of semiconductor intellectual property (IP) for the design of complex integrated circuits. The company’s high quality, production-proven product portfolio includes programmable cores for control and multimedia sub-systems, interface IP solutions, embedded SRAMs and NVMs, embedded test and yield optimization solutions, logic libraries, and memory development software. As the semiconductor industry’s trusted IP partner, more than 400 foundry, IDM and fabless customers rely on Virage Logic to achieve higher performance, lower power, higher density and optimal yield, as well as shorten time-to-market and time-to-volume.

Synopsys is a registered trademark of Synopsys, Inc. Virage Logic is a registered trademark of Virage Logic.