Filed by Synopsys, Inc. Pursuant to Rule 425
Under the Securities Act of 1933, as amended
Subject Company: IKOS Systems, Inc.
Commission File No.: 0-18623
SYNOPSYS CONFIRMS RECEIPT OF NOTICE FROM IKOS
REGARDING MENTOR GRAPHICS MERGER PROPOSAL
MOUNTAIN VIEW, Calif., March 5, 2002 - Synopsys, Inc. (Nasdaq:SNPS) today
confirmed that it has received notice from IKOS Systems, Inc. (Nasdaq:IKOS),
stating that IKOS desires to enter into a merger agreement with Mentor Graphics
Corporation. Under the existing Synopsys-IKOS merger agreement, the delivery of
this notice means that, subject to certain conditions, IKOS may be able to
terminate the Synopsys - IKOS merger agreement after 6 p.m. PST on Monday, March
11, 2002.
Synopsys is reviewing the IKOS notice. Under the merger agreement, Synopsys has
until 6 p.m. PST on Monday, March 11, 2002 to respond to IKOS' notice.
About Synopsys
Synopsys, Inc. (Nasdaq:SNPS), headquartered in Mountain View, Calif., creates
leading electronic design automation (EDA) tools for the global electronics
market. The company delivers advanced design technologies and solutions to
developers of complex integrated circuits, electronic systems and systems on a
chip. Synopsys also provides consulting and support services to simplify the
overall IC design process and accelerate time to market for its customers. Visit
Synopsys at http://www.synopsys.com.
-----------------------
# # #
Synopsys is a registered trademark of Synopsys, Inc. All other trademarks or
registered trademarks mentioned in this release are the intellectual property of
their respective owners.
Additional Information: In connection with the proposed merger, Synopsys, Inc.
filed a Registration Statement on Form S-4 (including a Proxy
Statement/Prospectus) and IKOS filed a Preliminary Proxy Statement on Aug. 9,
2001, and Amendments No. 1 and No. 2 to the Registration Statement on Form S-4
and Proxy Statement/Prospectus were filed on Oct. 18, 2001 and Feb. 8, 2002,
respectively (Registration No. 333-67184), each containing information about the
proposed merger, with the Securities and Exchange Commission ("SEC"). At such
time the SEC declares the Form S-4 Registration Statement (including the Proxy
Statement/Prospectus) to be effective, IKOS will mail the Proxy
Statement/Prospectus to IKOS stockholders. Investors and security holders are
urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when each document becomes available. The Registration Statement and
the Proxy Statement/Prospectus contain important information about Synopsys,
IKOS, the proposed merger and related matters. Investors and security holders
will be able to obtain free copies of these documents through the web site
maintained by the SEC at http://www.sec.gov.
------------------
Free copies of the Registration Statement, Proxy Statement/Prospectus and
Synopsys' other filings may also be obtained by accessing Synopsys' web site at
http://www.synopsys.com or by directing a request by mail or telephone to
Synopsys, Inc., 700 East Middlefield Rd., Mountain View, Calif. 94043,
650/584-5000. Free copies of the Proxy Statement/Prospectus and IKOS'
other filings may also be obtained by accessing IKOS' web site at
http://www.ikos.com or by directing a request by mail or telephone to IKOS
Systems, Inc., 79 Great Oaks Blvd., San Jose, Calif. 95119, 408/284-0400.
You may read and copy any reports, statements and other information filed by
Synopsys and IKOS at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's other public reference rooms in
New York, N.Y. and Chicago, Ill. Please call the Commission at 1-800-SEC-0330
for further information on public reference rooms. Synopsys' and IKOS' filings
with the Commission are also available to the public from commercial
document-retrieval services and the web site maintained by the Commission at
http://www.sec.gov.
------------------
Synopsys and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from IKOS stockholders by IKOS and
its Board of Directors in favor of the adoption and approval of the merger
agreement and approval of the merger.
IKOS and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from IKOS stockholders in favor of the adoption
and approval of the merger agreement and approval of the merger. Investors and
securities holders may obtain additional information regarding the interests of
the participants from IKOS' filings with the SEC under Rule 14a-12 of the
Exchange Act of 1934, as amended.