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Contingencies
9 Months Ended
Jul. 31, 2012
Contingencies

Note 16. Contingencies

On August 3, 2012, Synopsys Taiwan Ltd. (Synopsys Taiwan), the Company’s wholly owned subsidiary incorporated under the laws of the Republic of China (Taiwan), entered into a merger agreement to acquire SpringSoft, Inc. (SpringSoft), a company incorporated under the laws of Taiwan. Under the merger agreement, Synopsys Taiwan commenced a cash tender offer to acquire all of the outstanding shares of SpringSoft at a price of NT$57.00 per share. The consummation of the tender offer is subject to various conditions, including obtaining regulatory approval and the tender of 51% of SpringSoft’s outstanding shares. The Company currently expects the tender offer to close in the fourth quarter of fiscal 2012, which may require consolidation of SpringSoft’s financial results with the Company’s financial results as of the close of the tender offer. After the consummation of the tender offer, and subject to certain conditions including SpringSoft board and, if applicable, shareholder approval, SpringSoft will merge into Synopsys Taiwan. Certain unvested equity awards of SpringSoft will be assumed and converted into equity awards of Synopsys at the closing of the merger. The Company currently expects the merger to close in the first quarter of fiscal 2013. Assuming the successful completion of the tender offer and merger, the aggregate purchase price for the SpringSoft acquisition will be approximately US$406 million (NT$12.2 billion), or approximately US$305 million (NT$9.2 billion) net of cash acquired. The Company has agreed to guarantee the obligations of Synopsys Taiwan under the merger agreement, including payments due in connection with the tender offer and merger.

The Company is subject to routine legal proceedings, as well as demands, claims and threatened litigation, which arise in the normal course of its business. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could have a negative impact on the Company’s financial position and results of operations. The Company reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount is estimable, the Company accrues a liability for the estimated loss. The Company has determined that no disclosure of estimated loss is required for a claim against the Company because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial.

 

In connection with the Company’s agreement to acquire Magma, four putative stockholder class actions were filed against Magma, Magma’s board of directors, the Company and its merger subsidiary on December 5, 2011, December 9, 2011, December 13, 2011, and December 19, 2011, in state court in California and Delaware (collectively, the Magma Lawsuits). The Magma Lawsuits allege, among other things, that Magma and its directors breached their fiduciary duties to Magma’s stockholders in negotiating and entering into the definitive merger agreement and by agreeing to sell Magma at an unfair price, and that Magma and the Company aided and abetted these alleged breaches of fiduciary duties.

On February 10, 2012, the parties to the Magma Lawsuits entered into a memorandum of understanding (MOU) in which they agreed on the terms of a proposed settlement of the lawsuits, which would include the dismissal with prejudice of all claims against all of the defendants. Pursuant to the MOU, Magma agreed to make certain additional disclosures concerning Magma’s acquisition by the Company, which supplemented the information provided in Magma’s proxy statement filed with the Securities and Exchange Commission on January 10, 2012, and to pay certain legal fees and expenses of plaintiffs’ counsel, which would be immaterial to Synopsys’ financial results. As contemplated by the MOU, the parties entered into a stipulation of settlement, which is subject to customary conditions including court approval following notice to Magma’s former stockholders. The plaintiffs have filed a motion for preliminary approval of such proposed settlement.

On December 5, 2011, plaintiff Dynetix Design Solutions, Inc. (Dynetix) filed a patent infringement lawsuit against the Company. The lawsuit alleges, among other things, that the Company’s VCS functional verification tool, and more specifically its VCS multicore technology and VCS Cloud product, infringes Dynetix’s United States Patent No. 6,466,898, and that such infringement is willful. The lawsuit seeks, among other things, compensatory damages and a permanent injunction. The Company has asserted patent infringement counterclaims against Dynetix based on Dynetix’s two verification products.