Synopsys Completes Acquisition of Virage Logic Corporation

MOUNTAIN VIEW, Calif., Sept. 2 — (PRNewswire) — Synopsys, Inc. (Nasdaq: SNPS), a world leader in software and IP for semiconductor design, verification and manufacturing, has completed its acquisition of Virage Logic Corporation (Nasdaq: VIRL), a leading independent provider of semiconductor intellectual property (IP) for the design of complex integrated circuits. Virage Logic's offering complements Synopsys' DesignWare® interface and analog IP portfolio by adding embedded memories with test and repair, non-volatile memories (NVMs), logic libraries, and configurable cores for control and multimedia sub-systems. Designers can use Synopsys' expanded portfolio of high-quality IP to quickly incorporate standard functions into their systems-on-chips (SoCs) so they can focus more of their time on developing differentiated products.

 

Synopsys paid $12.00 cash per Virage Logic share, resulting in a transaction value of approximately $315 million. We expect the impact of the acquisition on our non-GAAP earnings per share in the fourth quarter of fiscal 2010 to be roughly neutral. In addition, with the exception of charges associated with the acquisition of Virage Logic such as incremental stock-based compensation, amortization of intangibles, acquisition-related charges and others, we expect the impact of the acquisition on our GAAP earnings per share in the fourth quarter of fiscal 2010 to be roughly neutral. Since we have not completed our valuation and purchase price allocation analyses, we are unable to determine the full impact of the acquisition on our GAAP earnings per share at this time. Therefore, we are not making changes to the earnings per share targets and the related GAAP to non-GAAP reconciliation we provided on August 18, 2010.

GAAP to non-GAAP Reconciliation of Fourth Quarter Fiscal Year 2010 Targets (1)

 

(in thousands, except per share amounts)

 

 

Range for Three Months


 

Ending October 31, 2010


 

Low


High


 

Target GAAP earnings per share

$    0.21


$    0.27


 

Adjustment:





 

Estimated impact of amortization of intangible assets

0.09


0.07


 

Estimated impact of stock compensation

0.13


0.09


 

Net non-GAAP tax effect

(0.06)


(0.04)


 

Target non-GAAP earnings per share

$    0.37


$    0.39


 





 

Shares used in non-GAAP calculation (midpoint of target range)

151,000


151,000


 

 
         


(1) The above forward-looking guidance does not include charges associated with the acquisition of Virage Logic, such as incremental stock-based compensation, amortization of intangibles, acquisition-related charges and others, as the valuation and purchase allocation cannot yet be reliably estimated without unreasonable efforts.

 
 



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