VIRL Virage Logic (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant   x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨	Preliminary Proxy Statement

 

¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨	Definitive Proxy Statement

 

¨	Definitive Additional Materials

 

x	Soliciting Material under §240.14a-12

VIRAGE LOGIC CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x	No fee required.

 

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

          

 

(2)

Aggregate number of securities to which transaction applies:

          

 

(3)

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):

          

 

(4)

Proposed maximum aggregate value of transaction:

          

 

(5)

Total fee paid:

          

 

 

¨	Fee paid previously with preliminary materials.

 

¨	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.

 

(1)

Amount previously paid:

          

 

(2)

Form, Schedule or Registration Statement No.:

          

 

(3)

Filing Party:

          

 

(4)

Date Filed:

          

 

 

 

 

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Additional Information and Where to Find It

In connection with the proposed merger of Virage Logic with Synopsys, Inc. (the “Merger”), Virage Logic intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement for the stockholders of Virage Logic, and Virage Logic and Synopsys, Inc. may file other documents with the SEC regarding the proposed merger transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, VIRAGE LOGIC’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders will be able to obtain, without charge, a copy of the proxy statement, as well as other relevant documents containing important information about Virage Logic and Synopsys, Inc. at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Virage Logic’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents when they become available by directing a request by mail or telephone to Virage Logic Corporation, 47100 Bayside Parkway, Fremont, CA 94538, Attention: Corporate Secretary, (510) 360-8000.

Participants in the Solicitation

Information about Virage Logic’s directors and executive officers and other persons who may be participants in the solicitation of proxies from Virage Logic’s stockholders is set forth in Virage Logic’s proxy statement on Schedule 14A filed with the SEC on March 9, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Merger will be included in the proxy statement that Virage Logic intends to file with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the statements regarding the completion of the merger and other future events. You should not place undue reliance on these statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Statements that include the words “will,” “intend,” “plan,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause future events or our actual results to differ materially from those indicated in these statements. Virage Logic believes that these factors include, but are not limited to, the following:

 

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the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement that could require Virage Logic to pay to Synopsys a termination fee of $11 million;

 

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the outcome of any legal proceedings that have been or may be instituted against Virage Logic and others relating to the merger agreement;

 

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the failure to obtain approval of Virage Logic’s stockholders or the failure to satisfy other conditions to completion of the merger;

 

•

the inability to obtain any required regulatory approvals in a timely manner, if at all;

 

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the failure of the merger to close for any other reason;

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risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger;

 

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the effect of the announcement of the merger on Virage Logic’s business and customer relationships, operating results and business generally, including Virage Logic’s ability to retain key employees; and

 

•

the amount of the costs, fees, expenses and charges related to the merger.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements and factors identified under the caption “Risk Factors” in Item 1A of Virage Logic’s Annual Report on Form 10-K for the year ended September 30, 2009. If one or more events related to these or other risks or uncertainties materialize, or if Virage Logic’s underlying assumptions prove to be incorrect, actual results may differ materially from what Virage Logic anticipates. Virage Logic undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.