Cadence to Acquire Tensilica

Cadence to Acquire Tensilica 
SAN JOSE, CA -- (Marketwire) -- 03/11/13 --   Cadence Design Systems,

--  Tensilica(R) dataplane processing units (DPUs) combined with
    Cadence(R) Design IP will deliver more optimized IP solutions for
    mobile wireless, network infrastructure, auto infotainment and home
--  Tensilica IP complements industry-standard processor architectures,
    providing application-optimized subsystems to increase differentiation
    and get to market faster.
--  More than 200 licensees, including system OEMs and seven of the top 10
    semiconductor companies, have shipped over 2 billion Tensilica IP

Cadence Design Systems, Inc. (NASDAQ: CDNS), a leader in global
electronic design innovation, today announced that it has entered
into a definitive agreement to acquire Tensilica, Inc., a leader in
dataplane processing IP, for approximately $380 million in cash.
Tensilica had approximately $30 million of cash as of December 31,
Further expanding Cadence's IP portfolio, Tensilica provides
configurable dataplane processing units that are optimized for
embedded data and signal processing targeted at mobile wireless,
network infrastructure, auto infotainment and home applications.  
"With Tensilica, we will be able to provide designers with a more
complete SoC solution that will speed the development of innovative
and differentiated products, while reducing time to market," said
Lip-Bu Tan, president and chief executive officer of Cadence. "We
look forward to working with Tensilica's dedicated employees as one
team to bring even more value to our customers." 
Jack Guedj, president and chief executive officer of Tensilica
stated, "Joining Cadence will provide a broader platform to expedite
our product development strategy and customer engagement. We will
have the ability to accelerate IP subsystem development and
integration while providing a more extensive support network to our
Tensilica customized DPUs augment traditional custom hardware design,
offering both time-to-market and programmability advantages and can
be optimized to achieve optimal power, performance and area
efficiency. Tensilica IP provides application-opti
mized subsystems
that work synergistically with industry-standard CPU architectures. 
"The acquisition of Tensilica by Cadence will be a positive move for
the industry," said Simon Segars, president of ARM Holdings plc. "We
look forward to expanding our ongoing collaboration with Cadence to
enable our customers to bring great products to market." 
Cadence intends to finance the transaction with available cash and an
existing revolving credit facility. The transaction is expected to
close in the second quarter of fiscal 2013, subject to customary
closing conditions including regulatory approvals. Cadence expects
the transaction to be slightly dilutive to its non-GAAP earnings per
share in fiscal 2013 due to the impact of merger-related accounting
and accretive to its non-GAAP earnings per share in fiscal 2014. The
impact on GAAP earnings per share will be available after valuation
and the completion of purchase accounting. 
Audio Webcast Scheduled 
Lip-Bu Tan, Cadence's president and chief executive officer, and
Geoffrey Ribar, Cadence's senior vice president and chief financial
officer, will host an audio webcast to discuss the proposed
acquisition on March 11, 2013 at 2:00 PM (Pacific) / 5:00 PM
(Eastern). Attendees are asked to register at the web site at least
10 minutes prior to the scheduled webcast. An archive of the webcast
will be available starting March 11, 2013 at 5:00 PM (Pacific) and
ending March 25, 2013 at 5:00 PM (Pacific). Webcast access is
available at 
About Cadence  
Cadence (NASDAQ: CDNS) enables global electronic design innovation
and plays an essential role in the creation of today's integrated
circuits and electronics. Customers use Cadence software, hardware,
IP, and services to design and verify advanced semiconductors,
consumer electronics, networking and telecommunications equipment,
and computer systems. The company is headquartered in San Jose,
Calif., with sales offices, design centers, and research facilities
around the world to serve the global electronics industry. More
information about the company, its products, and services is
available at 
This press release contains certain forward-looking statements,
including statements above regarding Cadence's expected benefits of
the pending acquisition of Tensilica, when Cadence expects to
complete the transaction, and the impact of the transaction to
Tensilica, Cadence's fiscal year 2013 and 2014 earnings per share and
the global electronics industry that are based on current
expectations or beliefs, as well as a number of preliminary
assumptions about future events that are subject to factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These
forward-looking statements are subject to numerous risks,
uncertainties and other factors, many of which are outside Cadence's
control, including, among others: (i) failure or inability to
consummate the acquisition, effects of the acquisition on Cadence's
financial results, the effect of regulatory approval requirements,
the potential inability to successfully operate or integrate
Tensilica's business, including the potential inability to retain
customers, key employees or vendors; (ii) the effect of the
announcement of the acquisition on Cadence's and Tensilica's
respective businesses, including the possibility that the
announcement may result in delays in customers' purchases of products
or services; (iii) Cadence's ability to compete successfully in the
electronic design automation product, design IP and commercial
electronic design and methodology services industries; (iv) the
success of Cadence's efforts to improve operational efficiency and
growth; (v) the mix of products and services sold and the timing of
significant orders for Cadence's products, and its shift to a ratable
license structure, which may result in changes in the mix of license
types; (vi) change in customer demands, including those resulting
from customer consolidation and the possibility that restructurings
of customers and other efforts to improve operational efficiency by
customers could result in delays in customers' purchases of products
and services; (vii) economic and industry conditions in regions in
which Cadence does business; (viii) fluctuations in rates of exchange
between the U.S. dollar and the currencies of other countries in
which Cadence and Tensilica do business; (ix) capital expenditure
requirements, legislative or regulatory requirements, interest rates
and Cadence's ability to access capital and debt markets; (x) the
acquisition of other companies or technologies or the failure to
successfully integrate and operate these companies or technologies
Cadence acquires; (xi) the effects of Cadence's efforts to improve
operational efficiency on Cadence's business, including its strategic
and customer relationships, and its ability to retain key employees;
(xii) events that affect the reserves or settlement assumptions
Cadence may take from time to time with respect to accounts
receivable, taxes, litigation or other matters; and (xiii) the
effects of any litigation or other proceedings to which Cadence is or
may become a party. C
adence undertakes no obligation to update any
forward-looking statement in this press release. 
For a detailed discussion of these and other cautionary statements
related to Cadence's business, please refer to Cadence's filings with
the Securities and Exchange Commission. These include Cadence's
Annual Report on Form 10-K for the year ended December 29, 2012 and
Cadence's future filings. 
Copyright 2013 Cadence Design Systems, Inc. All rights reserved
worldwide. Cadence and the Cadence logo are registered trademarks of
Cadence Design Systems, Inc. in the United States and other
countries. Tensilica is a registered trademark of Tensilica, Inc. 
Media Contact:
Anna del Rosario
Investor Contact:
Alan Lindstrom
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