"BY UNITING THESE HIGHLY SUCCESSFUL COMPANIES, WE ARE CREATING AN EDA INDUSTRY
LEADER IN TERMS OF REVENUE, PROFITABILITY, INSTALLED BASE, AND INVESTOR
POTENTIAL."
Larry Gerhard
Chairman, President,
and CEO
Summit Design
"THIS 'MERGER OF EQUALS' WILL CREATE A NEW WINDOWS NT EDA POWERHOUSE."
Mike Bosworth
Chairman, President,
and CEO
OrCAD
Contact:
Abbie Kendall
Armstrong Kendall, Inc.
503-672-4681
abbie@armstrongkendall.com
For:
Al Koob
Summit Design, Inc.
503-643-9281
akoob@sd.com
And:
Dave Bundy
OrCAD
503-672-4800
dave.bundy@orcad.com
FOR IMMEDIATE RELEASE
SUMMIT DESIGN AND OrCAD
ANNOUNCE MERGER AGREEMENT
Beaverton, Oregon, September 20, 1998 -- Summit Design (NASDAQ: SMMT)
and OrCAD(R) (NASDAQ:OCAD) announced today that the companies have agreed to
merge. After the merger, the resulting company will serve the worldwide
market for Windows NT(R) electronic design automation (EDA) software and
complementary workstation-based EDA solutions for the design of a complete
range of electronic products, including complex ICs and systems-on-silicon.
Summit Design is a leading provider of graphical design entry and
verification software tools for electronic design. OrCAD is the leading
supplier of Windows NT(R) EDA software and services to electronics companies
worldwide.
Under the terms of the merger agreement, each outstanding share of OrCAD
common stock will be exchanged for 1.05 shares of Summit Design common stock.
Outstanding OrCAD options will be assumed by Summit on the same basis. The
merger is expected to be accounted for as a pooling-of-interests transaction.
The consummation of the merger is subject to certain conditions, including
the receipt of all applicable regulatory approvals, the approval of the
stockholders of both companies, and other customary conditions. The merger is
expected to be completed by year-end.
"By uniting these highly successful companies, we are creating an EDA
industry leader in terms of revenue, profitability, installed base, and
investor potential," stated Larry Gerhard, chairman, president, and CEO of
Summit Design. "In my experience, there have been few mergers that make as
much sense as the combination of Summit Design and OrCAD. The combination of a
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powerful inside sales channel and highly experienced field sales
organizations will give the new company a differentiated and highly
competitive business model that can deliver superior value to customers."
"This 'merger of equals' will create a new Windows NT EDA powerhouse,"
stated Mike Bosworth, chairman, president, and CEO of OrCAD. "Summit and
OrCAD each have experienced management teams, extensive product development
skills, and substantial distribution channels. Both companies possess key,
complementary technology and software products that have made them leaders in
the PC and workstation segments of the EDA industry. Combining their
attributes and strengths will give the market even higher value design
solutions for the NT platform."
Larry Gerhard will become chairman and chief executive officer of the
combined companies, and Mike Bosworth will serve as president and chief
operating officer. It is anticipated that the senior management of both
companies will move forward with the new company. The board of directors will
consist of members from the boards of directors of both companies, including
Larry Gerhard and Mike Bosworth.
MARKETS SERVED BY THE NEW COMPANY
Together, products from Summit Design and OrCAD address the three
overlapping segments of the electronics design market: commodity products,
semiconductors, and electronic systems. The combination covers the design
spectrum from systems-on-silicon to systems-on-boards.
Summit's graphical High-Level Design Automation (HLDA) products enable
IC design engineers to create and verify complex IC designs using familiar
graphical paradigms such as block diagrams, state machines, flow charts, or
truth tables, rather than the less intuitive textual hardware description
language (HDL) code required by synthesis and simulation tools. Summit's HLDA
products automatically generate optimized HDL descriptions from these
graphical designs, and the output can automatically be re-targeted to nearly
all of the EDA industry's
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standard synthesis tools.
OrCAD's solutions target electronics systems companies, specifically for
the design of field-programmable gate arrays (FPGAs), complex programmable
logic devices (CPLDs), analog and mixed analog-digital circuits, and printed
circuit boards (PCBs). OrCAD's programmable logic design products support
devices from Altera, Xilinx, Actel, Lattice, Lucent, and Vantis. The company
also provides products and services for the management of component data used
in the design process.
ABOUT SUMMIT DESIGN
Summit Design, Inc. (NASDAQ:SMMT) is a leading international supplier of
engineering software products in the areas of high-level design creation,
analysis, verification, and optimization. The worlds top electronics
companies use Summit products to increase engineering productivity, decrease
time to market, and improve the quality of their products. For 1997, Summit
reported revenues of $31.2 million. For the first half of 1998, Summit
reported revenues of $21.4 million.
Summit Design is headquartered in Beaverton, Oregon, with offices in
Herzelea, Israel; St. Paul, Minnesota; and Campbell, California. For more
information, visit www.summit-design.com.
ABOUT ORCAD
Founded in 1985, OrCAD (NASDAQ:OCAD) is the leading supplier of Windows
EDA software and services to electronics companies worldwide. The company's
solutions increase productivity in the management of component data, and in
the design of field-programmable gate arrays (FPGAs), complex programmable
logic devices (CPLDs), analog and mixed analog-digital circuits, and printed
circuit boards (PCBs). OrCAD serves many segments of the worldwide
electronics industry, including aerospace, telecom, industrial control,
military, medical equipment, and consumer products. For 1997, OrCAD reported
revenues of $43.9 million. For the first half of 1998, OrCAD reported
revenues of $23.5 million.
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The company is headquartered in Beaverton, Oregon, with offices in
Irvine, California; Yokohama, Japan; and Basingstoke, England. In other
countries worldwide, OrCAD is represented by a network of resellers. For more
information, visit www.orcad.com.
FORWARD-LOOKING STATEMENTS
Except for any historical information presented herein, matters
discussed in this press release are forward-looking statements that involve
risks and uncertainties. Therefore, actual outcomes or future results could
differ materially from those presented herein. Factors that could cause or
contribute to such differences include, but are not limited to, obtaining
regulatory and stockholder approval and satisfaction of the other conditions
to closing, as well as the ability of the companies to successfully integrate
their operations, and those factors discussed from time to time in the
companies public reports filed with the Securities and Exchange Commission.
Note: OrCAD is a registered trademark and all OrCAD product and service names
are either registered trademarks, trademarks, or service marks of OrCAD, Inc.
Summit Design and all Summit Design product names are trademarks of Summit
Design. Microsoft, Windows, and Windows NT are either registered trademarks or
trademarks of Microsoft Corporation in the United States and/or other
countries. All other trademarks are the property of their respective holders.