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Filed by: Summit Design, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 and Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Viewlogic Systems, Inc.
Commission File No. 000-20923
Registration Statement on
Form S-4 No. 333-89491
Release Date: February 21, 2000
VIEWLOGIC AND SUMMIT SELECT `INNOVEDA' FOR NEW COMPANY NAME
BOARD OF DIRECTORS NAMED...
SUMMIT AND VIEWLOGIC SCHEDULE SHAREHOLDER MEETINGS TO APPROVE MERGER...
MARLBORO, MASS., FEB. 21, 2000 -- Viewlogic Systems, Inc. and Summit
Design, Inc. today announced they have selected "Innoveda, Inc." as the name of
the new company resulting from their planned merger. In addition, the companies
named the Innoveda board of directors and outlined the strategic direction for
the new enterprise.
The companies said their merger registration statement has been declared
effective by the Securities and Exchange Commission. Final approval of the
merger is subject to customary closing conditions, including a vote by Summit
and Viewlogic shareholders. Shareholder meetings are scheduled for March 20,
2000.
Innoveda (pronounced "in-no-VAY-da") will market its software tools and
services to designers of eProducts (electronic products) used by the computer,
communications, aerospace/defense, automotive and consumer electronics markets.
Its stock will be publicly traded with the "INOV" symbol on the Nasdaq National
Market. The company will employ approximately 450 and sell to customers and
prospects through direct sales, telesales and distributors in the U.S., Europe,
Japan and the Pacific Rim.
Innoveda will have its corporate headquarters in Marlboro, Mass., where
Viewlogic is based. William J. (Will) Herman, CEO of Viewlogic, will be
president, CEO and chairman. Serving on the five-member board of directors with
Herman will be William V. Botts, chairman and interim CEO of Summit; Steven P.
Erwin, executive vice president and chief financial officer of Foundation Health
Systems, Inc. and a director of Summit; and the other two Viewlogic directors:
Keith B. Geeslin, general partner of Sprout Group; and Lorne J. Cooper,
president of Sente, Inc.
`INNOVEDA' GENESIS
Commenting on the new corporate identity, Herman said, "We coined `Innoveda'
to differentiate our new company and identify its mission to our industry and
customers. It denotes a corporate focus on developing and marketing innovative
EDA tools and services that will help engineers visualize, design and build
complex electronic systems.
"Technological advances enabling today's faster, smaller and cheaper
electronic systems are creating many problems for global engineering teams. The
increasing complexity of these systems forces more up-front system level
planning and analysis to prevent major costly problems during downstream design
and implementation. The merger of Viewlogic and Summit Design provides an
opportunity for Innoveda to become the market leader in design capture, board
design, system-level design and electromechanical design," he said.
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SYNERGY BENEFITS CUSTOMERS
"Innoveda gets a great head start from the merger of Summit's and
Viewlogic's talented worldwide engineering and support organizations, and strong
management," said Botts. "This team plans to offer customers a broad set of
capabilities for eProduct design through an extensive network of direct and
indirect sales channels."
According to Dan Ganousis, senior vice president of worldwide marketing and
consulting services, "Innoveda's solutions will build on the complementary
strengths of Viewlogic's and Summit's premier offerings, and allow Innoveda to
address system-level design, which we believe to be one of the areas of fastest
growth in the EDA industry."
NEW CORPORATE LOOK
In rolling out a future corporate identity, Viewlogic and Summit said they
have designed a captivating Innoveda logo that uses a gliding curve to bridge
innovation and EDA. A corporate advertising campaign introducing Innoveda, its
products and services is scheduled to begin in leading EDA trade publications
following the closing of the merger.
ABOUT VIEWLOGIC
Viewlogic Systems, Inc., based in Marlboro, Mass., develops, markets and
supports a comprehensive family of integrated eProduct design software and
services for advanced electronic systems. Viewlogic defines eProducts as
products that are differentiated by their electronic content. Viewlogic is a
privately held company with offices in North America, Europe and the Pacific
Rim.
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. Some of the world's top electronics
companies use Summit products to increase engineering productivity, decrease
time to market, and improve the quality of their products.
Summit Design is headquartered in Beaverton, Oregon, with offices in North
America, Europe and the Pacific Rim.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve risks
and uncertainties. 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 stockholder approval and
satisfaction of the other conditions to closing the merger, 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, including the registration statement on
Form S-4 filed on October 22, 1999, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Summit Design, Inc., its officers and directors may be deemed to be
participants in the solicitation of proxies from its shareholders with respect
to the transactions contemplated by the merger agreement. Information regarding
such officers and directors and their direct and indirect interests in the
merger is included in the S-4 Registration Statement filed with the SEC on
October 22, 1999. This document is available free of charge at the SEC Website
at www.sec.gov and from the Summit contact listed below.
Viewlogic Systems, Inc., its officers and directors may be deemed to be
participants in the solicitation of proxies from Summit shareholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors and their direct and indirect
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interests in the merger is included in the S-4 Registration Statement filed with
the SEC on October 22, 1999. This document is available free of charge at the
SEC Website at www.sec.gov and from the Viewlogic contact listed below.
Investors are urged to read the joint proxy statement / prospectus and any
other documents relating to the business combination discussed in this
announcement that are filed with or that will be filed with the Securities and
Exchange Commission because they contain important information about the
business combination. You can obtain a copy of the joint proxy statement /
prospectus and any other relevant documents that are filed with the SEC for free
on the SEC's web site at http:// www.sec.gov. If you so request by writing or
calling either Viewlogic Systems, Inc. or Summit Design, Inc., we will send you
for free any such documents, excluding exhibits. You can call Viewlogic at (508)
480-0881 or write to Viewlogic Systems, Inc., 293 Boston Post Road West,
Marlboro, Massachusetts 01752, Attention: Peter T. Johnson. You can call Summit
Design at (503) 643-9281 or write to Summit Design, Inc., 9305 S.W. Gemini
Drive, Beaverton, Oregon 97008, Attention: Arthur Fletcher.
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Editor's note: All trademarks are the property of their respective owners.
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Editorial Contacts:
North America:
Ed Canty Sarah Miller
508.303.5291 508.303.5254
[email protected] [email protected]
Europe/Middle East: Asia Pacific:
Peter van der Sluijs Junko Kaneko
+44 1442 879222 03(3364)5531
[email protected] [email protected]
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