Synplicity Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 25 2008 - 8:15AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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Synplicity,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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Synplicity
Press Contact:
Nancy Sheffield
Tsantes
Consulting Group
408/269-0849
nsheffield@tsantes.com
Synplicity Announces
U.S. and German Governments Have Granted Termination of Antitrust Waiting
Periods
SUNNYVALE,
Calif., April 25, 2008 Synplicity, Inc. (Nasdaq: SYNP) today
announced that the U.S. Federal Trade Commission and the U.S. Department of
Justice have allowed the expiration of the waiting period for antitrust review
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection
with Synopsys pending acquisition of Synplicity. Expiration of the waiting period ends the
Federal Trade Commissions and Department of Justices antitrust review of the
transaction. On April 14, 2008, the
German Federal Cartel Office granted antitrust clearance of the transaction
under the Act against Restraints of Trade.
As
previously announced on March 20, 2008, Synplicity and Synopsys announced
the signing of a merger agreement under which Synopsys will pay $8.00 per share
in cash, without interest, for each outstanding share of Synplicity common
stock. Expiration of the
Hart-Scott-Rodino and German waiting periods satisfies one of the conditions to
completion of the transaction. The
completion of the transaction is still subject to Synplicity shareholder
approval and other customary closing conditions.
About
Synplicity
Synplicity®, Inc.
(Nasdaq: SYNP) is a leading supplier of innovative software and hardware
solutions for the design and verification of semiconductors that serve a wide
range of communications, military/aerospace, consumer, semiconductor, computer,
and other electronic systems markets. Synplicitys FPGA implementation tools
provide outstanding performance, cost and time-to-market benefits by
simplifying, improving and automating design planning, logic synthesis and
physical synthesis for FPGA and DSP designs. The combination of the companys
ASIC verification and FPGA-based prototyping software tools and HAPS ASIC
prototyping hardware, provide designers with a comprehensive at-speed ASIC /
ASSP verification flow known as the Confirma platform which dramatically
accelerates functional verification of FPGAs and ASICs. Synplicity is the
number one supplier of FPGA synthesis tools and its physical synthesis and ASIC
verification technology are the recipients of several prestigious industry
awards. Synplicity products support industry-standard design languages (VHDL
and Verilog) and run on popular platforms. The company operates in over 20
facilities worldwide and is headquartered in Sunnyvale, California. For more
information visit http://www.synplicity.com.
Forward-Looking
Statements
This press release
contains forward-looking statements that involve risks and uncertainties
concerning Synopsys proposed acquisition of Synplicity. Actual events or
results may differ materially from those described in this document due to a
number of risks and
2
uncertainties. The
potential risks and uncertainties include, among others, the possibility that
the transaction will not close, and that the closing may be delayed. Synplicity
undertakes no obligation to update these forward-looking statements to reflect
events or circumstances after the date of this document.
Additional
Information
On April 17,
2008, Synplicity filed a definitive proxy statement filed with the Securities
and Exchange Commission (the SEC) regarding the proposed acquisition of
Synplicity by Synopsys. Investors and security holders of Synplicity are urged
to read the definitive proxy statement and any other relevant materials filed
by Synopsys or Synplicity with the SEC because they contain, or will contain,
important information about Synopsys, Synplicity and the proposed acquisition.
The definitive proxy statement has been mailed to the security holders of
Synplicity. The definitive proxy statement and other relevant materials (when
they become available), and any other documents filed by Synopsys or Synplicity
with the SEC, may be obtained free of charge at the SECs web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Synopsys by contacting Synopsys Investor
Relations, 700 East Middlefield Road, Mountain View, California, 94043,
(650) 584-5000. Investors and security holders may obtain free copies of
the documents filed with the SEC by Synplicity by contacting Synplicity
Investor Relations, 600 W. California Avenue, Sunnyvale, California, 94086,
(408) 215-6000.
Synplicity and its
officers and directors may be deemed to be participants in the solicitation of
proxies from Synplicitys shareholders with respect to the merger. A
description of any interests that these officers and directors have in the
merger are set forth in the definitive proxy statement filed with the SEC.
Additional information concerning Synplicitys directors and executive officers
is set forth in Synplicitys Amendment No.1 to Annual Report on Form 10-K,
which was filed with the SEC on April 4, 2008. These documents are available
free of charge at the SECs web site at www.sec.gov or by going to Synplicitys
Investor Relations page on its corporate website at www.synplicity.com.
###
Synplicity is a
registered trademark of Synplicity, Inc. All other brands or products are
the trademarks or registered trademarks of their owners.
##########
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