AVANT CORP, S-4/A, 1996-09-30

AVANT CORP
S-4/A, 1996-09-30
PREPACKAGED SOFTWARE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996

REGISTRATION NO. 333-11659
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------

PRE-EFFECTIVE

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AVANT! CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 7372 94-3133226
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NUMBER)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
---------------
1208 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 738-8881
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
GERALD C. HSU
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AVANT! CORPORATION
1208 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 738-8881
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
ROBERT V. GUNDERSON, JR., ESQ. JOSHUA PICKUS, ESQ.
STEVEN M. SPURLOCK, ESQ. ROBERT V.W. ZIPP, ESQ.
GUNDERSON DETTMER STOUGH VENTURE LAW GROUP
VILLENEUVE FRANKLIN & HACHIGIAN, LLP A PROFESSIONAL CORPORATION
600 HANSEN WAY, SECOND FLOOR 2800 SAND HILL ROAD
PALO ALTO, CALIFORNIA 94306 MENLO PARK, CALIFORNIA 94025
(415) 843-0500 (415) 854-4488
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:

As promptly as practicable after this Registration Statement becomes
effective and the effective time of the merger (the "Merger") of a wholly
owned subsidiary of Avant! Corporation ("Avant!") with and into Meta-Software,
Inc., as described in the Agreement and Plan of Reorganization, dated as of
August 22, 1996, attached as Appendix A to the Joint Proxy
Statement/Prospectus forming a part of this Registration Statement.
---------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

[LOGO OF AVANT! APPEARS HERE]

AVANT! CORPORATION

1208 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 738-8881

September 30, 1996

Dear Avant! Stockholder:

A Special Meeting of Stockholders (the "Special Meeting") of Avant!
Corporation, a Delaware corporation ("Avant!"), will be held at the principal
executive offices of Avant!, 1208 East Arques Avenue, Sunnyvale, California,
on October 29, 1996 at 10:00 a.m. local time.

At the Special Meeting you will be asked to consider and vote upon a
proposal (the "Avant! Share Issuance Proposal") to issue shares of Avant!
common stock, $.0001 par value (the "Avant! Common Stock"), in connection with
the merger (the "Merger") of Natasha Merger Corporation, a California
corporation and a wholly owned subsidiary of Avant!, with and into Meta-
Software, Inc., a California corporation ("Meta"). In the Merger, each share
of Meta's common stock, no par value (the "Meta Common Stock"), outstanding as
of the closing of the Merger (other than shares as to which dissenters' rights
have been perfected under California law) will be converted into the right to
receive a fraction of a share of Avant! Common Stock, the numerator of which
is 5,079,365, and the denominator of which is equal to the sum of the
aggregate number of shares of Meta Common Stock issued and outstanding as of
the closing of the Merger and the aggregate number of shares of Meta Common
Stock issuable upon exercise of all options (the "Meta Stock Options")
outstanding as of the closing of the Merger. In addition, all Meta Stock
Options and subscription rights, together with the underlying Meta stock
plans, will be assumed by Avant! and converted into options and subscription
rights to purchase shares of Avant! Common Stock. If the Merger is approved,
the Avant! Board of Directors (the "Avant! Board") intends to appoint Shawn M.
Hailey, the President and Chief Executive Officer of Meta, to the Avant! Board
to fill the vacancy created by the resignation of Robert C. Kagle from the
Avant! Board, which resignation is contingent upon the closing of the Merger.

Morgan Stanley & Co. Incorporated, the investment banking firm retained by
the Avant! Board of Directors to render a financial opinion in connection with
the Merger, has rendered its opinion that as of the date of its opinion and
based upon the factors and the assumptions described in such opinion, the
consideration to be paid to the security holders of Meta Common Stock pursuant
to the Merger was fair from a financial point of view to Avant!.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND THE
TRANSACTIONS RELATED THERETO AND HAS UNANIMOUSLY DETERMINED THAT THEY ARE FAIR
TO AND IN THE BEST INTERESTS OF AVANT! AND ITS STOCKHOLDERS. AFTER CAREFUL
CONSIDERATION, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE AVANT! SHARE ISSUANCE PROPOSAL.

In the material accompanying this letter, you will find a Notice of Special
Meeting of Stockholders, a Joint Proxy Statement/Prospectus relating to the
actions to be taken by Avant! stockholders at the Special Meeting and a proxy
card. The Joint Proxy Statement/Prospectus more fully describes the Avant!
Share Issuance Proposal and includes information about Avant! and Meta.

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY THEN WITHDRAW YOUR
PROXY AND VOTE IN PERSON. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND
VOTED AT THE SPECIAL MEETING.

Sincerely,

/s/ Gerald C. Hsu
_______________________________________
Gerald C. Hsu
Chairman of the Board, President and
Chief Executive Officer
<PAGE>

AVANT! CORPORATION

1208 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 738-8881

----------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 29, 1996

----------------

Notice is hereby given that a Special Meeting of Stockholders (the "Special
Meeting") of Avant! Corporation, a Delaware corporation ("Avant!"), will be
held at the principal executive offices of Avant!, 1208 East Arques Avenue,
Sunnyvale, California on October 29, 1996 at 10:00 a.m., local time, for the
following purposes:

(1) To consider and vote upon a proposal (the "Avant! Share Issuance
Proposal") to issue shares of Avant! common stock, $.0001 par value (the
"Avant! Common Stock"), in connection with the merger (the "Merger") of
Natasha Merger Corporation, a California corporation and a wholly owned
subsidiary of Avant! ("Merger Sub"), with and into Meta-Software, Inc., a
California corporation ("Meta"), pursuant to which, among other things, (a)
Merger Sub will be merged with and into Meta, following which Meta will
become a wholly owned subsidiary of Avant!, (b) each share of Meta's common
stock, no par value (the "Meta Common Stock"), outstanding as of the
closing of the Merger (other than shares as to which dissenters' rights
have been perfected under California law) will be converted into the right
to receive a fraction of a share of Avant! Common Stock, the numerator of
which is 5,079,365, and the denominator of which is equal to the sum of the
aggregate number of shares of Meta Common Stock issued and outstanding as
of the closing of the Merger and the aggregate number of shares of Meta
Common Stock issuable upon exercise of all options (the "Meta Stock
Options") outstanding as of the closing of the Merger, and (c) all Meta
Stock Options and subscription rights, together with the underlying Meta
stock plans, will be assumed by Avant! and converted into options and
subscription rights to purchase shares of Avant! Common Stock. The Merger
is more fully described in the accompanying Joint Proxy
Statement/Prospectus; and

(2) To transact such other business as may properly come before the
Special Meeting or any postponements or adjournments thereof.

If the Merger is approved, the Avant! Board of Directors (the "Avant!
Board") intends to appoint Shawn M. Hailey, the President and Chief Executive
Officer of Meta, to the Avant! Board to fill the vacancy created by the
resignation of Robert C. Kagle from the Avant! Board, which resignation is
contingent upon the closing of the Merger.

Only stockholders of record at the close of business on September 20, 1996
are entitled to notice of and to vote at the Special Meeting, or at any
postponements or adjournments thereof. The affirmative vote of a majority of
the outstanding shares of Avant! Common Stock represented at the Special
Meeting, in person or by proxy, is required to approve the Avant! Share
Issuance Proposal.

A complete list of stockholders entitled to vote at the Special Meeting will
be available for examination at Avant!'s principal executive offices, for any
purpose germane to the Special Meeting, during ordinary business hours, for a
period of at least ten days prior to the Special Meeting.

IMPORTANT

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN
THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN
THE UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON. IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE SPECIAL MEETING.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Y. Eric Cho
------------------------------------

Y. Eric Cho
Secretary
Sunnyvale, California

September 30, 1996
<PAGE>

[LOGO FOR META-SOFTWARE APPEARS HERE]
META-SOFTWARE, INC.

1300 WHITE OAKS ROAD
CAMPBELL, CALIFORNIA 95008
(408) 369-5400

September 30, 1996

Dear Meta Shareholder:

A Special Meeting of Shareholders (the "Special Meeting") of Meta-Software,
Inc., a California corporation ("Meta"), will be held at the principal
executive offices of Meta, 1300 White Oaks Road, Campbell, California, on
October 29, 1996 at 10:00 a.m. local time.

At the Special Meeting you will be asked to consider and vote upon a
proposal (the "Meta Merger Proposal") to approve an Agreement and Plan of
Reorganization dated August 22, 1996 (the "Plan of Reorganization"), among
Meta, Avant! Corporation, a Delaware corporation ("Avant!"), and Natasha
Merger Corporation, a California corporation and a wholly owned subsidiary of
Avant! ("Merger Sub"), and the related Agreement of Merger to be entered into
among Avant!, Meta and Merger Sub, pursuant to which, among other things, (a)
Merger Sub will be merged with and into Meta (the "Merger"), following which
Meta will become a wholly owned subsidiary of Avant!, (b) each share of Meta
common stock, no par value (the "Meta Common Stock"), outstanding as of the
closing of the Merger (other than shares as to which dissenters' rights have
been perfected under California law) will be converted into the right to
receive a fraction of a share of Avant! common stock, $.0001 par value (the
"Avant! Common Stock"), the numerator of which is 5,079,365, and the
denominator of which is equal to the sum of the aggregate number of shares of
Meta Common Stock issued and outstanding as of the closing of the Merger and
the aggregate number of shares of Meta Common Stock issuable upon exercise of
all options (the "Meta Stock Options") outstanding as of the closing of the
Merger (the "Merger Exchange Ratio"), and (c) all Meta Stock Options and
subscription rights, together with the underlying Meta stock plans, will be
assumed by Avant! and converted into options and subscription rights to
purchase shares of Avant! Common Stock. If the Merger is approved, the Avant!
Board of Directors (the "Avant! Board") intends to appoint Shawn M. Hailey,
the President and Chief Executive Officer of Meta, to the Avant! Board to fill
the vacancy created by the resignation of Robert C. Kagle from the Avant!
Board, which resignation is contingent upon the closing of the Merger.

Wessels, Arnold & Henderson, L.L.C., the investment banking firm retained by
the Meta Board of Directors to perform certain financial advisory services in
connection with the Merger, has rendered its opinion that as of August 22,
1996, the Merger Exchange Ratio was fair from a financial point of view to the
holders of Meta Common Stock.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND THE
TRANSACTIONS RELATED THERETO AND HAS UNANIMOUSLY DETERMINED THAT THEY ARE FAIR
TO AND IN THE BEST INTERESTS OF META AND ITS SHAREHOLDERS. AFTER CAREFUL
CONSIDERATION, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE META MERGER PROPOSAL.

Shawn M. Hailey, Meta's President and Chief Executive Officer, and Kim L.
Hailey, Meta's Vice President of Engineering, the beneficial owners of an
aggregate of 7,481,201 shares of Meta Common Stock (approximately 73.4% of the
outstanding Meta Common Stock) have agreed to vote in favor of the Meta Merger
Proposal.

In the materials accompanying this letter, you will find a Notice of Special
Meeting of Shareholders, a Joint Proxy Statement/Prospectus relating to the
actions to be taken by Meta shareholders at the Special Meeting and a proxy
card. The Joint Proxy Statement/Prospectus more fully describes the Meta
Merger Proposal and includes information about Meta and Avant!.

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY THEN WITHDRAW YOUR
PROXY AND VOTE IN PERSON. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND
VOTED AT THE SPECIAL MEETING.

Sincerely,

/s/ Shawn M. Hailey
-------------------------------------------
Shawn M. Hailey
Chairman of the Board, President
and Chief Executive Officer
<PAGE>

META-SOFTWARE, INC.
1300 WHITE OAKS ROAD
CAMPBELL, CALIFORNIA 95008
(408) 369-5400

--------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 29, 1996
--------------

Notice is hereby given that a Special Meeting of Shareholders (the "Special
Meeting") of Meta-Software, Inc. a California corporation ("Meta"), will be
held at the principal executive offices of Meta, 1300 White Oaks Road,
Campbell, California, on October 29, 1996, at 10:00 a.m., local time, for the
following purposes:

(1) To consider and vote upon a proposal (the "Meta Merger Proposal") to
approve an Agreement and Plan of Reorganization dated August 22, 1996 (the
"Plan of Reorganization"), among Meta, Avant! Corporation, a Delaware
corporation ("Avant!"), and Natasha Merger Corporation, a California
corporation and a wholly owned subsidiary of Avant! ("Merger Sub"), and the
related Agreement of Merger to be entered into among Avant!, Meta and
Merger Sub, pursuant to which, among other things, (a) Merger Sub will be
merged with and into Meta (the "Merger"), following which Meta will become
a wholly owned subsidiary of Avant!, (b) each share of Meta common stock,
no par value (the "Meta Common Stock"), outstanding as of the closing of
the Merger (other than shares as to which dissenters' rights have been
perfected under California law) will be converted into the right to receive
a fraction of a share of Avant! common stock, $.0001 par value (the "Avant!
Common Stock"), the numerator of which is 5,079,365, and the denominator of
which is equal to the sum of the aggregate number of shares of Meta Common
Stock issued and outstanding as of the closing of the Merger and the
aggregate number of shares of Meta Common Stock issuable upon exercise of
all options (the "Meta Stock Options") outstanding as of the closing of the
Merger, and (c) all Meta Stock Options and subscription rights, together
with the underlying Meta stock plans, will be assumed by Avant! and
converted into options and subscription rights to purchase shares of Avant!
Common Stock. The Merger is more fully described in the accompanying Joint
Proxy Statement/Prospectus; and

(2) To transact such other business that may properly come before the
Special Meeting or any postponements or adjournments thereof.

Only shareholders of record at the close of business on September 27, 1996
are entitled to notice of and to vote at the Special Meeting, or at any
postponements or adjournments thereof. The affirmative vote of a majority of
the outstanding shares of Meta Common Stock is required to approve the Meta
Merger Proposal. Shawn M. Hailey, Meta's President and Chief Executive
Officer, and Kim L. Hailey, Meta's Vice President of Engineering, the
beneficial owners of an aggregate of 7,481,201 shares of Meta Common Stock
(approximately 73.4% of the outstanding Meta Common Stock) have agreed to vote
in favor of the Meta Merger Proposal.

Under the California General Corporation Law (the "CGCL"), a shareholder who
objects to the Merger can assert statutory dissenters' rights to dissent from
and obtain payment of the fair value of his or her Meta Common Stock by strict
compliance with the requirements of the CGCL. See "The Proposed Merger and
Related Transactions (Related to Proposals for Both Avant! and Meta)--
Dissenters' Rights" in the Joint Proxy Statement/Prospectus for a more
detailed description of dissenters' rights with respect to the Merger.

A complete list of shareholders entitled to vote at the Special Meeting will
be available for examination at Meta's principal executive offices, for any
purpose germane to the Special Meeting, during ordinary business hours, for a
period of at least ten days prior to the Special Meeting.

IMPORTANT

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
IF YOU ATTEND THE SPECIAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE
IN PERSON. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE
SPECIAL MEETING.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ William E. Alford
______________________________
William E. Alford
Secretary
Campbell, California

September 30, 1996 PLEASE DO NOT SEND IN ANY
SHARE CERTIFICATES AT THIS TIME.
<PAGE>

[LOGO OF AVANT! APPEARS HERE] [LOGO OF META-SOFTWARE APPEARS HERE]

AVANT! CORPORATION

JOINT PROXY STATEMENT
---------------
PROSPECTUS

AVANT! CORPORATION

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 29, 1996

META-SOFTWARE, INC.

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 29, 1996

This Joint Proxy Statement/Prospectus of Avant! Corporation, a Delaware
corporation ("Avant!"), and Meta-Software, Inc., a California corporation
("Meta"), is being used (a) to solicit proxies on behalf of the Avant! Board
of Directors (the "Avant! Board") from holders of the outstanding Avant!
common stock, $.0001 par value ("Avant! Common Stock"), in connection with a
Special Meeting of Stockholders to be held at the principal executive offices
of Avant!, 1208 East Arques Avenue, Sunnyvale, California, on October 29, 1996
at 10:00 a.m., local time (the "Avant! Special Meeting"), and (b) to solicit
proxies on behalf of the Meta Board of Directors (the "Meta Board") from
holders of the outstanding Meta common stock, no par value ("Meta Common
Stock"), in connection with a Special Meeting of Shareholders to be held at
the principal executive offices of Meta, 1300 White Oaks Road, Campbell,
California, on October 29, 1996 at 10:00 a.m., local time (the "Meta Special
Meeting"). This Joint Proxy Statement/Prospectus and the accompanying proxies
are first being mailed to stockholders of Avant! and shareholders of Meta on
or about September 30, 1996.

At the Avant! Special Meeting, stockholders of Avant! will be asked to
consider and vote upon a proposal (the "Avant! Share Issuance Proposal") to
issue shares of Avant! Common Stock to shareholders of Meta in connection with
the merger (the "Merger") of Natasha Merger Corporation, a California
corporation and a wholly owned subsidiary of Avant! ("Merger Sub"), with and
into Meta pursuant to the terms of an Agreement and Plan of Reorganization
dated August 22, 1996 (the "Plan of Reorganization"), among Avant!, Meta and
Merger Sub, a copy of which is attached to this Joint Proxy
Statement/Prospectus as Appendix A.

At the Meta Special Meeting, shareholders of Meta will be asked to consider
and vote upon a proposal (the "Meta Merger Proposal") to approve the Plan of
Reorganization and the related Agreement of Merger, pursuant to which, among
other things, (a) Merger Sub will be merged with and into Meta, following
which Meta will become a wholly owned subsidiary of Avant!, (b) each share of
Meta Common Stock outstanding as of the closing of the Merger (other than
shares as to which dissenters' rights have been perfected under California law
("Dissenting Shares")) will be converted into the right to receive a fraction
of a share of Avant! Common Stock, the numerator of which is 5,079,365, and
the denominator of which is equal to the sum of the aggregate number of shares
of Meta Common Stock issued and outstanding as of the closing of the Merger,
and the aggregate number of shares of Meta Common Stock issuable upon exercise
of all options (the "Meta Stock Options") outstanding as of the closing of the
Merger (the "Merger Exchange Ratio"), and (c) all Meta Stock Options and
subscription rights, together with the underlying Meta stock plans (the "Meta
Stock Plans"), will be assumed by Avant! and converted into options and
subscription rights to purchase shares of Avant! Common Stock. If the Merger
is approved, the Avant! Board intends to appoint Shawn M. Hailey, the
President and Chief Executive Officer of Meta, to the Avant! Board to fill the
vacancy created by the resignation of Robert C. Kagle from the Avant! Board,
which resignation is contingent upon the closing of the Merger.

This Joint Proxy Statement/Prospectus also constitutes the prospectus of
Avant! under the Securities Act of 1933, as amended (the "Securities Act"),
for the offering of 5,079,365 shares of Avant! Common Stock in connection with
the Merger. Avant! Common Stock is traded on The Nasdaq National Market under
the symbol "AVNT." On September 25, 1996, the closing sale price of the Avant!
Common Stock as reported on The Nasdaq National Market was $28.13 per share.
The information set forth in this Joint Proxy Statement/Prospectus concerning
Avant! and Merger Sub has been furnished by Avant!, and the information set
forth in this Joint Proxy Statement/Prospectus concerning Meta has been
furnished by Meta.

---------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 19 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED CAREFULLY BY BOTH AVANT! STOCKHOLDERS AND META SHAREHOLDERS IN
EVALUATING THE MERGER AND THE ACQUISITION OF SECURITIES OFFERED HEREBY.

THE SHARES OF AVANT! COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE MERGER
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

---------------

THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS IS SEPTEMBER 30, 1996.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................... 2
TRADEMARKS................................................................ 3
FORWARD-LOOKING STATEMENTS................................................ 3
SUMMARY................................................................... 4
The Parties to the Proposed Merger...................................... 4
Avant! Special Meeting of Stockholders.................................. 5
Meta Special Meeting of Shareholders.................................... 5
The Merger.............................................................. 6
Market Price Data....................................................... 14
Risk Factors............................................................ 14
Selected Supplemental, Historical and Pro Forma Financial Information... 14
Selected Supplemental Financial Data.................................... 16
Selected Historical Financial Data...................................... 16
Avant! and Meta Unaudited Selected Pro Forma Condensed Combined
Financial Data......................................................... 17
Comparative Per Share Data.............................................. 18
RISK FACTORS.............................................................. 19
Litigation Risk......................................................... 19
Uncertainty Relating to Integration of Operations and Product Lines;
Management of Growth................................................... 20
Dependence Upon Key Personnel........................................... 21
Competition............................................................. 21
Potential Fluctuations in Quarterly Results............................. 22
Potential Volatility of Stock Price..................................... 22
Cost of Integration; Transaction Expenses............................... 23
Potential Dilutive Effect to Stockholders............................... 23
Shares Eligible for Public Sale......................................... 23
Product Concentration................................................... 23
Risks Associated with International Licensing........................... 24
Dependence Upon Distributors and Manufacturer's Representatives......... 24
New Products and Rapid Technological Change............................. 25
Dependence Upon Semiconductor and Electronics Industries;
General Economic and Market Conditions................................. 25
Limitations on Protection of Intellectual Property and Proprietary
Rights................................................................. 25
Risk of Product Defects................................................. 26
Dependence Upon Relationship with Synopsys.............................. 26
Rights of Holders of Meta Common Stock Following the Merger............. 26
Concentration of Stock Ownership; Change of Control Provisions.......... 26
INTRODUCTION.............................................................. 27
VOTING AND PROXIES........................................................ 27
Date, Time and Place of Avant! Special Meeting and Meta Special
Meeting................................................................ 27
Record Date and Outstanding Shares...................................... 27
Avant! Stockholder Vote Required........................................ 28
Meta Shareholder Vote Required.......................................... 28
Solicitation of Proxies; Expenses....................................... 28
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE PROPOSED MERGER AND RELATED TRANSACTIONS (RELATED TO PROPOSALS FOR
BOTH AVANT! AND META)................................................... 30
DESCRIPTION OF MERGER AND PLAN OF REORGANIZATION......................... 30
General............................................................... 30
Material Contacts and Board Deliberations............................. 30
Reasons for the Merger................................................ 32
Opinions of Financial Advisors........................................ 34
Conversion of Meta Shares............................................. 40
Assumption of Meta Options and Subscription Rights.................... 41
Exchange of Certificates.............................................. 42
Operations Following the Merger; Management of Combined Company....... 43
Representations and Warranties and Covenants.......................... 43
Other Offers.......................................................... 45
Resale of Avant! Common Stock; Agreements with Affiliates............. 46
Interests of Certain Persons in the Merger............................ 46
Conditions to the Merger.............................................. 47
Shareholders Agreement................................................ 48
Closing............................................................... 48
Termination........................................................... 48
Expenses and Termination Fees......................................... 49
Amendment............................................................. 50
Certain Federal Income Tax Considerations............................. 50
Accounting Treatment.................................................. 52
DISSENTERS' RIGHTS....................................................... 52
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.............. 54
AVANT! MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................... 62
Overview.............................................................. 62
Results of Operations................................................. 62
Comparison of Years Ended December 31, 1995, 1994 and 1993, and the
Six Months Ended
June 30, 1996 and 1995............................................... 63
Quarterly Results..................................................... 66
Liquidity and Capital Resources....................................... 67
Factors That May Affect Future Results................................ 68
AVANT! BUSINESS.......................................................... 69
Introduction.......................................................... 69
Recent Developments................................................... 69
Industry Background................................................... 70
Technology and Architecture........................................... 71
Products.............................................................. 72
Customers............................................................. 73
Sales and Marketing................................................... 74
AVANT! MANAGEMENT........................................................ 75
MARKET PRICE OF AVANT! COMMON STOCK; DIVIDENDS........................... 76
META BUSINESS............................................................ 77
Overview.............................................................. 77
Industry Background................................................... 77
Products and Services................................................. 78
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Customers............................................................. 80
Sales and Marketing................................................... 80
Customer Service and Support.......................................... 81
Research and Development.............................................. 81
Competition........................................................... 81
Proprietary Rights.................................................... 82
Employees............................................................. 82
Property.............................................................. 82
Legal Proceedings..................................................... 83
META SELECTED FINANCIAL DATA............................................. 84
META MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................... 86
Overview.............................................................. 86
Results of Operations................................................. 87
Quarterly Results..................................................... 91
Liquidity and Capital Resources....................................... 93
MARKET PRICE OF META'S COMMON STOCK; DIVIDENDS........................... 94
META MANAGEMENT.......................................................... 95
Executive Officers and Directors...................................... 95
Compensation of Directors............................................. 95
Executive Compensation................................................ 96
CERTAIN TRANSACTIONS..................................................... 97
STOCK OWNERSHIP OF META MANAGEMENT AND PRINCIPAL META SHAREHOLDERS....... 98
DESCRIPTION OF AVANT! CAPITAL STOCK...................................... 99
Common Stock.......................................................... 99
Preferred Stock....................................................... 99
Antitakeover Effects of Provisions of the Certificate of
Incorporation,
Bylaws and Delaware Law.............................................. 99
Registration Rights................................................... 100
Transfer Agent and Registrar.......................................... 100
COMPARISON OF RIGHTS OF HOLDERS OF AVANT! COMMON STOCK AND HOLDERS OF
META COMMON STOCK....................................................... 101
LEGAL MATTERS............................................................ 107
EXPERTS.................................................................. 107
AVANT! CORPORATION AND SUBSIDIARIES INDEX TO SUPPLEMENTAL CONSOLIDATED
FINANCIAL STATEMENTS.................................................... F-1
ANAGRAM, INCORPORATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS'
REPORT.................................................................. F-22
META-SOFTWARE, INC. INDEX TO FINANCIAL STATEMENTS........................ F-34
</TABLE>

APPENDICES

A--Agreement and Plan of Reorganization By and Among Avant! Corporation,
Natasha Merger Corporation and Meta-Software, Inc.
B--Opinion of Morgan Stanley & Co. Incorporated
C--Opinion of Wessels, Arnold & Henderson, L.L.C.

D--California General Corporation Law, Chapter 13, Dissenters' Rights

E--Form of Avant! Proxy Card

F--Form of Meta Proxy Card

iii
<PAGE>

AVAILABLE INFORMATION

Avant! and Meta are each subject to the informational reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith, each files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
regional offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and at Seven World Trade Center (13th
Floor), New York, New York 10048. Copies of such material may be obtained by
mail from the Public Reference Section of the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC also
makes electronic filings publicly available on the Internet within 24 hours of
acceptance. The SEC's Internet address is http://www.sec.gov. The SEC web site
also contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the SEC. Avant! Common
Stock and Meta Common Stock are quoted on The Nasdaq National Market, and the
reports, proxy statements and other information referred to above can also be
inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

Avant! has filed with the SEC a registration statement on Form S-4,
including this Joint Proxy Statement/Prospectus and other information (herein,
together with all amendments and exhibits, referred to as the "Registration
Statement"), under the Securities Act, with respect to the shares of Avant!
Common Stock to be issued to holders of Meta Common Stock in the Merger. This
Joint Proxy Statement/Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further information,
reference is hereby made to the Registration Statement. Copies of the
Registration Statement and the exhibits and schedules thereto may be
inspected, without charge, at the offices of the SEC, or obtained at
prescribed rates from the Public Reference Section of the SEC at room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or obtained
from the SEC web site.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF
THIS JOINT PROXY STATEMENT/PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF AVANT! OR META SINCE SUCH DATE. THIS JOINT PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES OF AVANT! TO BE
ISSUED IN THE MERGER, OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents previously filed with the SEC by Avant! pursuant to
the Exchange Act are incorporated herein by reference:

1. Avant!'s Annual Report on Form 10-K for the year ended December 31, 1995,
filed with the SEC on March 29, 1996;

2. Avant!'s 1995 Proxy Statement for the Annual Meeting of Stockholders held
on May 30, 1996, filed with the SEC on April 26, 1996;

3. Avant!'s Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, filed with the SEC on May 14, 1996;

4. Avant!'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996,
filed with the SEC on August 14, 1996; and

5. The description of Avant!'s Common Stock contained in Avant!'s Registration
Statement on Form 8-A, filed with the SEC on April 12, 1995.

2
<PAGE>

All reports and definitive proxy or information statements filed by Avant!
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Joint Proxy Statement/Prospectus and prior to the date of
the Meta Special Meeting shall be deemed to be incorporated by reference into
this Joint Proxy Statement/Prospectus from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Joint Proxy Statement/Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Joint Proxy Statement/Prospectus.

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES CERTAIN DOCUMENTS OF
AVANT! BY REFERENCE THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH
DOCUMENTS (NOT INCLUDING EXHIBITS THERETO) ARE AVAILABLE TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS JOINT PROXY STATEMENT/PROSPECTUS
IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED TO JOHN
P. HUYETT, CHIEF FINANCIAL OFFICER, AVANT! CORPORATION, 1208 EAST ARQUES
AVENUE, SUNNYVALE, CALIFORNIA 94086, TELEPHONE NUMBER (408) 738-8881. IN ORDER
TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, SUCH REQUESTS SHOULD BE MADE BY
OCTOBER 15, 1996.

TRADEMARKS

ArcCell, VeriCheck, VeriView and LTL are registered trademarks of Avant!,
and Aquarius, Hercules, Planet, Solar and Star are trademarks of Avant!.
MetaTestchip is a registered trademark of Meta, and HSPICE, MASTER Toolbox,
PERSONAL Toolbox, MetaCircuit, Meta-Software, Meta I/O, MetaWaves, MetaLink,
MetaManager, Silicon to HDL, and ATEM/Device Model Builder are trademarks of
Meta. Meta-Software and Meta-Labs are service marks of Meta. This Joint Proxy
Statement/Prospectus also includes trademarks of companies other than Avant!
and Meta.

FORWARD-LOOKING STATEMENTS

This Joint Proxy Statement/Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act (the "Forward-Looking Statements"). Actual results could differ
materially from those projected in the Forward-Looking Statements as a result
of the factors set forth under "Risk Factors" herein. In connection with the
Forward-Looking Statements, Meta shareholders and Avant! stockholders should
carefully review the factors set forth in this Joint Proxy
Statement/Prospectus under "Risk Factors."

3
<PAGE>

SUMMARY

This Joint Proxy Statement/Prospectus relates to the Merger whereby, among
other things, Meta will become a wholly owned subsidiary of Avant!, and the
issuance of shares of Avant! Common Stock to the Meta shareholders upon the
closing of the Merger. The following is intended as a summary of the
information contained in this Joint Proxy Statement/Prospectus, is not intended
to be a complete statement of all material features of the proposals to be
voted on, and is qualified in its entirety by the more detailed information and
financial statements and related notes appearing elsewhere in this Joint Proxy
Statement/Prospectus or incorporated herein by reference. Capitalized terms
used but not defined in this Summary have the meanings given to them elsewhere
in this Joint Proxy Statement/Prospectus.

THE PARTIES TO THE PROPOSED MERGER

Avant!. Avant! develops, markets and supports integrated circuit design
automation ("ICDA") software for the physical design of high-density, high-
performance integrated circuits ("ICs"). Avant!'s product architecture is
designed to solve the problems inherent in submicron (less than 1.0-micron
feature size) and deep submicron (less than 0.5-micron feature size) IC design
and to offer improved time to market, reduced development and manufacturing
costs and enhanced IC performance when compared to previous generations of ICDA
software. Avant!'s product architecture consists of an efficient unified
hierarchical physical design database, a set of proprietary technologies shared
by the Avant! physical design products, an interactive physical design
floorplanner, an interactive unified layout editor and a common graphical user
interface. Avant!'s products, Aquarius, Hercules, Planet, Solar and Star, are
designed to be compatible with the most commonly used ICDA tools and to be
easily integrated into the customer's existing design environment and
methodology. Avant! markets its products to major customer accounts worldwide
through its direct sales force, distributors and manufacturer's representatives
and offers comprehensive customer service, training and support. End users of
Avant!'s products include a number of leading electronics companies, such as
Alcatel, Cirrus Logic, GoldStar, Matsushita, Motorola, National Semiconductor,
Samsung, Sony and Yamaha. Avant!'s principal executive offices are located at
1208 East Arques Avenue, Sunnyvale, California 94086, and its telephone number
is (408) 738-8881.

In September 1996, Avant! acquired Anagram, Inc. ("Anagram"), a developer of
simulation and analysis ICDA software for high-performance deep submicron ICs
(the "Anagram Acquisition"). Upon the closing of the Anagram Acquisition (the
"Anagram Closing"), Anagram became a wholly owned subsidiary of Avant! and all
of the fully-diluted shares of Anagram capital stock were exchanged for
approximately 2,414,000 shares of Avant! Common Stock, with all options to
purchase shares of Anagram capital stock outstanding immediately prior to the
Anagram Closing being assumed by Avant! and converted into options to purchase
shares of Avant! Common Stock. The Anagram Acquisition is expected to be
accounted for as a pooling of interests. See "Risk Factors--Uncertainty
Relating to Integration of Operations and Product Lines; Management of Growth,"
"--Cost of Integration; Transaction Expenses" and "Avant! Business--Recent
Developments."

Meta. Meta develops, markets and supports simulation and library generation
software products for use in IC design. Meta's products include HSPICE, an
industry leading circuit simulator in use at over 1,500 commercial customer
sites worldwide, and MASTER Toolbox, an automated cell characterization and
library generation program introduced in late 1994. Meta's products assist IC
designers in ascertaining whether semiconductor devices based on their designs
will meet functional and performance specifications when fabricated in silicon.
Meta believes that its products can be used to reduce time to market, enhance
IC performance, lower design costs and validate designs across multiple
foundries. Meta markets its products worldwide through a direct sales force and
selected distributors and sales representatives and offers comprehensive
service and training. Meta's customers include AMD, Fujitsu, Motorola, Samsung,
Silicon Graphics, Sun Microsystems and Texas Instruments. Meta's principal
executive offices are located at 1300 White Oaks Road, Campbell, California
95008, and its telephone number is (408) 369-5400.

4
<PAGE>

Merger Sub. Merger Sub is a wholly owned subsidiary of Avant! with no
business operations other than in connection with facilitating the Merger.
Merger Sub's principal executive offices are located at 1208 East Arques
Avenue, Sunnyvale, California 94086, and its telephone number is (408) 738-
8881.

AVANT! SPECIAL MEETING OF STOCKHOLDERS

Time, Date and Purpose. The Avant! Special Meeting will be held at the
principal executive offices of Avant!, 1208 East Arques Avenue, Sunnyvale,
California, on October 29, 1996 at 10:00 a.m. local time. The purpose of the
meeting is to consider and vote upon the Avant! Share Issuance Proposal.

Record Date; Vote Required. The record date for determining stockholders of
Avant! entitled to notice of and to vote at the Avant! Special Meeting is
September 20, 1996 (the "Avant! Record Date"). On the Avant! Record Date there
were 16,276,087 shares of Avant! Common Stock outstanding, held by
approximately 120 holders of record. Each share of Avant! Common Stock entitles
the holder thereof to one vote upon all matters submitted to a vote of
stockholders. The presence at the Avant! Special Meeting in person or by proxy
of the holders of a majority of the outstanding shares of Avant! Common Stock
constitutes a quorum.

The affirmative vote of the holders of a majority of the outstanding shares
of Avant! Common Stock represented at the Avant! Special Meeting, in person or
by proxy, is required to approve the Avant! Share Issuance Proposal. A vote in
favor of the Avant! Share Issuance Proposal constitutes a vote in favor of the
assumption by Avant! of all Meta Stock Options and subscriptions rights, which,
as adjusted to give effect to the Merger Exchange Ratio, will become options
and subscription rights to purchase Avant! Common Stock, together with the
underlying Meta Stock Option Plans. On the Avant! Record Date, Avant!
directors, executive officers and their affiliates held in the aggregate
approximately 8% of the outstanding shares of Avant! Common Stock entitled to
vote at the Avant! Special Meeting. See "Voting and Proxies."

META SPECIAL MEETING OF SHAREHOLDERS

Time, Date and Purpose. The Meta Special Meeting will be held at the
principal executive offices of Meta, 1300 White Oaks Road, Campbell,
California, on October 29, 1996, at 10:00 a.m. local time. The purpose of the
meeting is to consider and vote upon the Meta Merger Proposal.

Record Date; Vote Required. The record date for determining shareholders of
Meta entitled to notice of and to vote at the Meta Special Meeting is September
27, 1996 (the "Meta Record Date"). On the Meta Record Date there were
approximately 10,195,933 shares of Meta Common Stock outstanding, held by
approximately 30 holders of record. Each share of Meta Common Stock entitles
the holder thereof to one vote upon all matters submitted to a vote of
shareholders. The presence at the Meta Special Meeting in person or by proxy of
a majority of the outstanding shares of Meta Common Stock constitutes a quorum.

The affirmative vote of the holders of a majority of the outstanding shares
of Meta Common Stock is required for the approval of the Meta Merger Proposal.
On the Meta Record Date, Meta directors, executive officers and their
affiliates held in the aggregate approximately 75.6% of the outstanding shares
of Meta Common Stock entitled to vote at the Meta Special Meeting. Shawn M.
Hailey, Meta's President and Chief Executive Officer, and Kim L. Hailey, Meta's
Vice President of Engineering, the holders of an aggregate of 7,481,201 shares
of Meta Common Stock (approximately 73.4% of the outstanding Meta Common Stock)
have agreed to vote their shares in favor of the Meta Merger Proposal. See
"Voting and Proxies."

5
<PAGE>

THE MERGER

General. At the time and on the date the Agreement of Merger is filed with
the Office of the Secretary of State of the State of California (the "Effective
Time" and "Effective Date," respectively, of the Merger), Merger Sub will be
merged with and into Meta, the business, assets, liabilities and obligations of
Merger Sub will be assumed by Meta, the separate existence of Merger Sub will
cease and Meta will become a wholly owned subsidiary of Avant!. In addition, at
the Effective Time of the Merger, (a) each share of Meta Common Stock
outstanding as of the closing of the Merger (other than Dissenting Shares) will
be converted into the right to receive a fraction of a share of Avant! Common
Stock, the numerator of which is 5,079,365, and the denominator of which is
equal to the sum of the aggregate number of shares of Meta Common Stock issued
and outstanding as of the closing of the Merger and the aggregate number of
shares of Meta Common Stock issuable upon exercise of all Meta Stock Options
outstanding as of the closing of the Merger (the "Merger Exchange Ratio"), and
(b) all Meta Stock Options and subscription rights, together with the
underlying Meta Stock Plans, will be assumed by Avant! and converted into
options and subscription rights to purchase shares of Avant! Common Stock at an
exercise price based upon the Merger Exchange Ratio. The Merger Exchange Ratio
is estimated to be 0.435 shares of Avant! Common Stock for each outstanding
share of Meta Common Stock and each share of Meta Common Stock issuable upon
exercise of outstanding Meta Stock Options and subscription rights, based upon
Meta Common Stock and Meta Stock Options outstanding at June 30, 1996. The
Merger Exchange Ratio will not be affected by fluctuations in the market price
of Avant! Common Stock or Meta Common Stock prior to the closing of the Merger.
Since no fractional shares of Avant! Common Stock will be issued in the Merger,
cash will be paid in lieu of the issuance of fractional shares. See "The
Proposed Merger and Related Transactions--Description of Merger and Plan of
Reorganization--Conversion of Meta Shares."

An aggregate of 5,079,365 shares of Avant! Common Stock will be issued in
connection with the Merger. In connection therewith, Avant! will assume
outstanding options and subscription rights to purchase an aggregate of
approximately 1,515,226 shares of Meta Common Stock (based on the number of
shares subject to outstanding Meta Stock Options on June 30, 1996), which, as
adjusted to give effect to the Merger Exchange Ratio, will become options and
subscription rights to purchase an aggregate of approximately 660,639 shares of
Avant! Common Stock. The conversion will be effected by multiplying the number
of shares of Meta Common Stock subject to each Meta Stock Option and
subscription right immediately prior to the Merger by the Merger Exchange
Ratio, and dividing the exercise price of each such option and subscription
right by the Merger Exchange Ratio. If a holder of a Meta Stock Option or
subscription right exercises such option or subscription right after June 30,
1996 and before the Effective Time of the Merger, each share of Meta Common
Stock issued pursuant to such option or subscription right will be converted
into the right to receive a fraction of a share of Avant! Common Stock equal to
the Merger Exchange Ratio. See "The Proposed Merger and Related Transactions
(Related to Proposals for Both Avant! and Meta)--Description of Merger and Plan
of Reorganization--Assumption of Meta Options."

The following table presents the fully-diluted equity interests in the
combined company of Avant! stockholders and Meta shareholders on a pro forma
combined basis as of June 30, 1996 (including shares issuable upon the exercise
of outstanding options and subscription rights to purchase shares of Avant!
Common Stock and Meta Common Stock), assuming the closing of the Merger and the
issuance of Avant! Common Stock to the Meta shareholders in connection
therewith:

<TABLE>
<CAPTION>
SHARES %
-------------- -----
(IN THOUSANDS)
<S> <C> <C>
Avant! stockholders.................................... 21,365 80.8%
Meta shareholders...................................... 5,079 19.2%
------ -----
Total pro forma Avant! stockholders.................... 26,444 100.0%
====== =====
</TABLE>

6
<PAGE>

Exchange of certificates evidencing Meta Common Stock for certificates
evidencing Avant! Common Stock will be made upon surrender of certificates
evidencing Meta Common Stock to Harris Trust Company of California, Avant!'s
exchange agent.

CERTIFICATES SHOULD NOT BE SURRENDERED FOR EXCHANGE PRIOR TO THE RECEIPT OF
THE NECESSARY APPROVALS OF THE AVANT! STOCKHOLDERS AT THE AVANT! SPECIAL
MEETING AND OF THE META SHAREHOLDERS AT THE META SPECIAL MEETING. IN ADDITION,
FORMER META SHAREHOLDERS SHOULD NOT SURRENDER THEIR CERTIFICATES UNTIL THEY ARE
PROVIDED WITH A LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS AND MATERIALS
FOR THE EXCHANGE OF THEIR CERTIFICATES AFTER THE EFFECTIVE TIME. SEE "THE
PROPOSED MERGER AND RELATED TRANSACTIONS--DESCRIPTION OF MERGER AND PLAN OF
REORGANIZATION (RELATED TO PROPOSALS FOR BOTH AVANT! AND META)--EXCHANGE OF
CERTIFICATES."

Material Contacts and Board Deliberations. Beginning in early May 1996,
representatives of Avant! and Meta conducted a series of meetings to consider
the possibility of a strategic transaction or business combination between the
two companies. The Meta Board met on May 23, 1996 and considered such
possibilities and determined to study such possibilities further. At a special
meeting of the Meta Board held on May 31, 1996, special intellectual property
litigation counsel of Meta ("Special Counsel") presented a preliminary report
to the Meta Board regarding the pending litigation between Avant! and Cadence
Design Systems, Inc. ("Cadence"). At a special meeting of the Meta Board held
June 4, 1996, the Meta Board further discussed a possible business combination
with Avant! and received a detailed report from Special Counsel on the pending
litigation between Avant! and Cadence, after which Meta's Board determined not
to actively pursue continued discussions. On July 12, 1996, Meta held
discussions with its representatives to review the current status of certain
issues relating to the previously proposed transaction. On July 19, 1996,
representatives of the Boards of Meta and Avant! met informally to discuss
further the potential business combination, and determined not to proceed with
the previously proposed transaction at such time.

On August 15, 1996, Avant! announced the signing of a letter of intent
regarding the Anagram Acquisition. On August 19, 1996, the Meta Board again
discussed a possible business combination with Avant! in light of recent
developments, including the proposed Anagram Acquisition. After a detailed
discussion of the costs and benefits of a business combination with Avant!, as
well as possible alternative transactions, the Meta Board retained Wessels,
Arnold & Henderson, L.L.C. ("WA&H") to evaluate the fairness of the proposed
transaction from a financial point view. On the same date, the parties began
the exchange of legal, financial, sales, marketing and product development
documents in response to due diligence requests. Also on August 19, 1996,
representatives from Avant! and Meta, as well as representatives of WA&H and
the companies' respective legal counsel, met and Avant! and Meta tentatively
agreed upon a purchase price of $160 million payable in Avant! Common Stock at
the August 19, 1996 closing price, subject to approval of their respective
Boards. Over the course of the next several days, representatives of the two
companies, as well as representatives of WA&H and the companies' respective
legal counsel, conducted due diligence reviews and continued discussions
regarding the proposed business combination. On August 21, 1996, the Meta Board
met and discussed the terms of the proposed transaction. On August 22, 1996,
the Meta Board and the Avant! Board met separately, at which time each Board
concluded that the Merger was fair and in the best interests of their
respective companies and stockholders and unanimously approved and adopted the
Plan of Reorganization. The Plan of Reorganization was then executed by Meta
and Avant! on August 22, 1996. For a more detailed discussion of the background
of the Merger, see "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Material Contacts and Board Deliberations."

7
<PAGE>

Avant!'s Reasons for the Merger. The Avant! Board believes that the Merger
will be potentially beneficial in several respects. In reaching its
determination to recommend approval of the Merger and related transactions, the
Avant! Board considered a number of factors, including, but not limited to, the
following:

. The combination of Avant! with Meta will create a combined company with
significantly greater resources, a more complete product offering for
the physical design, verification and simulation of ICs and greater
sales and marketing capabilities than those of Avant! alone, and may
enable the combined company to compete more effectively with competitors
having greater resources and broader product offerings than Avant!.

. The Merger will expand Avant!'s software product offerings into
simulation and library generation software products for use in IC
design.

. The Merger will permit Avant! to broaden and diversify its product
offerings with complementary software tools that it currently does not
offer, which may reduce the risk of dependence on individual
products.

. Avant! believes that the management team of the combined company will
have greater depth and experience than that of Avant! alone.

. A larger combined customer base and complementary distribution channels
will provide leverage for expanded sales and marketing opportunities for
the combined company.

In the course of its deliberations, the Avant! Board reviewed and considered
the terms and conditions of the Plan of Reorganization and the presentations by
Avant!'s executive officers. The Avant! Board also considered a number of
potentially negative factors in its deliberations concerning the Merger,
including, but not limited to, (a) the adverse effects on the operating results
of the combined company due to the expenses expected to be incurred, primarily
in the fourth quarter of 1996, in connection with the Merger, including costs
of integrating the businesses of Meta and Avant! and transaction expenses
arising from the Merger; and (b) the risk that benefits sought to be achieved
in the Merger will not be realized, which may have a material adverse effect on
the combined company's business, operating results and financial condition, and
(c) the risk that the operations of Avant! and Meta will not be effectively
integrated or that potential synergies expected to result from the
consolidation of the operations of the companies will not occur. See "The
Proposed Merger and Related Transactions (Related to Proposals for Both Avant!
and Meta)--Description of the Merger and Plan of Reorganization--Reasons for
the Merger."

The Avant! Board has unanimously approved the Merger and the transactions
related thereto and has unanimously determined that they are fair to and in the
best interests of Avant! and its stockholders. After careful consideration, the
Avant! Board unanimously recommends that stockholders vote FOR the Avant! Share
Issuance Proposal. See "The Proposed Merger and Related Transactions (Related
to Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Reasons for the Merger."

Meta's Reasons for the Merger. The Meta Board believes that the Merger will
be potentially beneficial in several respects. In reaching its determination to
recommend approval of the Merger and related transactions, the Meta Board
considered a number of factors, including, but not limited to, the following:

. The complementary products of Avant! and Meta will permit the combined
company to offer a broader, more complete suite of IC design products,
including products for physical design, verification and simulation,
thereby addressing a perceived growing customer preference for bundled
products and reducing dependence on any individual product or product
line.

. Avant!'s customer base and sales and distribution network offer expanded
sales and marketing opportunities for Meta's products. Meta believes
that the broader product offerings of the combined company may
facilitate adoption of Meta's products by major semiconductor
manufacturers, a customer base that Meta has not fully penetrated to
date.

8
<PAGE>

. The combination of Meta and Avant! will create a combined company with
significantly greater resources and greater sales and marketing
capabilities than those of Meta alone, and may enable the combined
company to compete more effectively with competitors having greater
resources and broader product offerings than Meta.

. Competition in the market for simulation and library generation products
would likely increase as a result of increasing consolidation in the
market, particularly in light of the Anagram Acquisition, thereby
substantially increasing the risks of remaining independent.

The Meta Board also considered a number of potentially negative factors in
its deliberations concerning the Merger, including, but not limited to: (a) the
possible effects of any adverse outcome in the pending litigation between
Cadence and Avant!; (b) the loss of control over the future operations of Meta
following the Merger; (c) the risk that the benefits sought to be achieved in
the Merger will not be realized; (d) the risk that the operations of Meta and
Avant! will not be effectively integrated or that potential synergies expected
to result from the consolidation of their operations will not occur; and (e)
the risk that the Anagram Acquisition would not occur, and/or that the
operations of Avant! and Anagram will not be effectively integrated or that
potential synergies expected to result from the consolidation of the operations
of the companies will not occur.

After lengthy consideration of the risks and potential benefits from the
Merger, the Meta Board of Directors has unanimously approved the Merger and the
transactions related thereto and has unanimously determined that they are fair
to and in the best interests of Meta and its shareholders. After careful
consideration, the Meta Board unanimously recommends that shareholders vote FOR
the Meta Merger Proposal. See "The Proposed Merger and Related Transactions
(Related to Proposals for Both Avant! and Meta)--Description of Merger and Plan
of Reorganization--Reasons for the Merger."

There can be no assurance that as a result of the Merger any of the foregoing
benefits will be achieved or that the above potentially negative factors, among
others, will not materially adversely affect the business, operating results or
financial condition of the combined company. There can be no assurance that
stockholders of Avant! would not achieve greater returns on investment were
Avant! not to consummate the Merger. There also can be no assurance that
shareholders of Meta would not achieve greater returns on investment if Meta
were to remain an independent company. See "Risk Factors" and "The Proposed
Merger and Related Transactions (Related to Proposals for Both Avant! and
Meta)--Description of Merger and Plan of Reorganization--Unaudited Pro Forma
Condensed Combined Financial Statements."

Opinions of Financial Advisors. On September 9, 1996, Morgan Stanley & Co.
Incorporated ("Morgan Stanley") rendered its written opinion (the "Morgan
Stanley Opinion") to the Avant! Board that, as of such date, based upon and
subject to the various considerations set forth in the opinion, the
consideration to be paid to the holders of Meta Common Stock pursuant to the
Plan of Reorganization was fair from a financial point of view to Avant!. The
Avant! stockholders are urged to read the full text of the Morgan Stanley
Opinion, a copy of which is set forth as Appendix B to this Joint Proxy
Statement/Prospectus, for descriptions of the assumptions made, procedures
followed, matters considered and limitations on the review undertaken by Morgan
Stanley in connection with rendering such opinion. See "The Proposed Merger and
Related Transactions (Related to Proposals for Both Avant! and Meta)--
Description of Merger and Plan of Reorganization--Opinions of Financial
Advisors" and "Appendix B."

On August 22, 1996, WA&H rendered its written opinion (the "WA&H Opinion") to
the Meta Board that, as of such date, and based on the procedures followed,
factors considered and assumptions made as set forth therein, the consideration
to be received by the holders of Meta Common Stock upon completion of the
Merger was fair from a financial point of view to the holders of Meta Common
Stock. The full text of the WA&H Opinion, which sets forth the assumptions
made, procedures followed, matters considered and limitations on the review
undertaken, is attached hereto as Appendix C to this Joint Proxy
Statement/Prospectus and should be read

9
<PAGE>

carefully and in its entirety in connection with this Joint Proxy
Statement/Prospectus. The WA&H Opinion is directed to the Meta Board, addresses
only the fairness as of August 22, 1996, from a financial point of view, of the
consideration to be received by holders of Meta Common Stock pursuant to the
Plan of Reorganization and does not constitute a recommendation to any holder
of Meta Common Stock as to how such shareholder should vote at the Meta Special
Meeting. The summary of the WA&H Opinion set forth in this Joint Proxy
Statement/Prospectus is qualified in its entirety by reference to the full text
of such opinion. See "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Opinions of Financial Advisors" and "Appendix C."

Operations Following the Merger; Management of Combined Company. Upon
consummation of the Merger, Meta will operate as a wholly owned subsidiary of
Avant!. If the Merger is approved, the Avant! Board intends to appoint Shawn M.
Hailey, the President and Chief Executive Officer of Meta, to the Avant! Board
to fill the vacancy created by the resignation of Robert C. Kagle from the
Avant! Board, which resignation is contingent upon the closing of the Merger.
The Avant! Board would then, in accordance with the Plan of Reorganization,
consist of Gerald C. Hsu, Y. Eric Cho, Tench Coxe and Tatsuya Enomoto, all of
whom are current members of the Avant! Board, and Mr. Hailey, with Mr. Hsu
continuing to serve as Chairman of the Board, President and Chief Executive
Officer. In addition, if the Merger is approved, the Avant! Board intends to
appoint Kim L. Hailey, the Vice President of Engineering of Meta, as the Vice
President, Process Environment Division of Avant!. See "The Proposed Merger and
Related Transactions (Related to Proposals for Both Avant! and Meta)--
Description of Merger and Plan of Reorganization--Operations Following the
Merger; Management of Combined Company" and "--Interests of Certain Persons in
the Merger."

Representations and Warranties and Covenants. Under the Plan of
Reorganization, Avant! and Meta made a number of representations and warranties
regarding their respective capital structures, operations, financial conditions
and other matters. Each of Avant! and Meta has agreed that, until the closing
of the Merger or the termination of the Plan of Reorganization, it will carry
on its business in the ordinary course and attempt to preserve its present
business and relationships with customers, suppliers and others, it will not
take certain actions without the other's consent and it will use its best
efforts to complete the Merger. See "The Proposed Merger and Related
Transactions (Related to Proposals for Both Avant! and Meta)--Description of
Merger and Plan of Reorganization--Representations, Warranties and
Covenants."

Other Offers. Meta has agreed not to solicit, initiate discussions with or
engage in negotiations with any person relating to a possible acquisition of
Meta, except that if the Meta Board receives an unsolicited proposal (a
"Takeover Proposal") that it reasonably believes is more favorable to its
shareholders from a financial point of view than the Merger (a "Superior
Proposal"), then the Meta Board will not be prevented from providing
information to or negotiating with the party making the Superior Proposal or
from making such disclosures to the Meta shareholders as may be required to
discharge the directors' fiduciary duties. However, in the event either Meta or
Avant! terminates the Plan of Reorganization following a failure of the
shareholders of Meta to approve the Plan of Reorganization, and a Takeover
Proposal with respect to Meta shall not have been rejected by Meta and
withdrawn by the third party, then Meta must promptly pay Avant! a termination
fee of $4,800,000.

See "Summary--The Merger--Expenses and Termination Fees" and "The Proposed
Merger and Related Transactions (Related to Proposals for Both Avant! and
Meta)--Description of Merger and Plan of Reorganization--Representations and
Warranties and Covenants," "--Expenses and Termination Fees" and "--Other
Offers."

Resale of Avant! Common Stock; Agreements with Affiliates. The shares of
Avant! Common Stock to be issued in the Merger have been registered under the
Securities Act and will be freely transferable, subject to certain limitations
on resale described in this Joint Proxy Statement/Prospectus. As a condition to
the obligations of the parties under the Plan of Reorganization, Avant! has
received agreements from each person or entity who may be deemed an affiliate
(as defined in the Securities Act and the rules and regulations thereunder) of
Meta

10
<PAGE>

pursuant to which such persons have agreed not to sell, transfer or otherwise
dispose of shares of Meta Common Stock or Avant! Common Stock until such time
after the Effective Time as Avant! has publicly released a report including the
combined financial results of Avant! and Meta for a period of at least 30 days
of combined operations of Avant! and Meta. Furthermore, pursuant to such
agreements, the affiliates of Meta have agreed to refrain from the sale or
transfer of any Avant! Common Stock received in connection with the Merger,
except in accordance with the provisions of the Securities Act and the general
rules and regulations thereunder. Affiliates of Avant! will also be subject to
certain limitations on their ability to sell, transfer or otherwise dispose of
shares of Avant! Common Stock during the period preceding and following the
Merger. See "The Proposed Merger and Related Transactions (Related to Proposals
for Both Avant! and Meta)--Description of Merger and Plan of Reorganization--
Resale of Avant! Common Stock; Agreements with Affiliates."

Interests of Certain Persons. In considering the recommendation of the Meta
Board with respect to the Merger, Meta shareholders should be aware that
certain members of Meta's management and Board have interests in connection
with the Merger and the agreements and transactions contemplated thereby. See
"The Proposed Merger and Related Transactions (Related to Proposals for Both
Avant! and Meta)--Description of Merger and Plan of Reorganization--Interests
of Certain Persons in the Merger."

Avant! has agreed that, after the Effective Time, Avant! will indemnify each
officer and director of Meta serving as such on the date of the Plan of
Reorganization as provided in the California General Corporation Law ("CGCL"),
the Meta Articles of Incorporation and Bylaws, and existing indemnification
agreements between Meta and such officers and directors. Avant! has also agreed
to use good faith efforts to cause to be maintained for a period of not less
than three years after the closing of the Merger the directors' and officers'
insurance policies of Meta and to cause the directors and officers of Meta to
be covered thereunder for matters occurring prior to the closing of the Merger.
See "The Proposed Merger and Related Transactions (Related to Proposals for
Both Avant! and Meta)--Description of Merger and Plan of Reorganization--
Interests of Certain Persons in the Merger."

Conditions to the Merger. The closing of the Merger is subject to various
conditions, including the approval by Avant!'s stockholders of the Avant! Share
Issuance Proposal, the approval by Meta's shareholders of the Meta Merger
Proposal, the receipt of certain consents and approvals from various third
parties and governmental agencies, including the approval of the Federal Trade
Commission and the Department of Justice pursuant to the filings made by the
parties under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, receipt of opinions of counsel to the effect that the Merger should
qualify as a reorganization under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), the absence of a material adverse change in
the business, prospects or financial condition of Meta and/or Avant! and
receipt of a letter from KPMG Peat Marwick LLP, independent accountants, to the
effect that the Merger would be properly accounted for as a pooling of
interests in accordance with generally accepted accounting principles. Except
for matters required by law, each of the parties to the Plan of Reorganization
may, at its option, waive compliance with any condition to its obligation to
consummate the Merger. See "The Proposed Merger and Related Transactions
(Related to Proposals for Both Avant! and Meta)--Description of Merger and Plan
of Reorganization--Conditions to the Merger."

Shareholders Agreement. Shawn M. Hailey, Meta's President and Chief Executive
Officer, and Kim L. Hailey, Meta's Vice President of Engineering, beneficially
own an aggregate of 7,481,201 shares of Meta Common Stock, representing
approximately 73.4% of the votes entitled to be cast by holders of shares of
Meta Common Stock issued and outstanding as of the Meta Record Date. Both
individuals have entered into a Shareholders Agreement with Avant!, pursuant to
which each has agreed to vote the shares of Meta Common Stock held by him in
favor of the Meta Merger Proposal. The vote of the shares of Meta Common Stock
subject to the Shareholders Agreement will be adequate to approve the Meta
Merger Proposal. See "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Shareholders Agreement."

11
<PAGE>

Closing. The Merger will be completed on the date that the Agreement of
Merger, in form reasonably satisfactory to Avant! and Meta, is filed with the
Office of the Secretary of State of the State of California. The Effective Time
is expected to occur as soon as practicable after the receipt of the necessary
approvals at the Avant! Special Meeting and the Meta Special Meeting and
satisfaction or waiver of the other conditions precedent to the Merger, as set
forth in the Plan of Reorganization. See "The Proposed Merger and Related
Transactions (Related to Proposals for Both Avant! and Meta)--Description of
Merger and Plan of Reorganization--Closing."

Termination. The Plan of Reorganization may be terminated by mutual agreement
of Avant! and Meta, or by either Avant! or Meta: (a) if the closing of the
Merger has not occurred on or before January 31, 1997; (b) as a result of a
breach by the other party of a representation, warranty, covenant or agreement
set forth in the Plan of Reorganization, which breach would result in a
material adverse change in the condition (financial or otherwise), properties,
assets (including intangible assets), liabilities, business, operations,
results of operations or prospects of such other party, and such breach has not
been cured within ten business days after written notice from the other; (c) if
there shall have occurred a material adverse change in the condition (financial
or otherwise), properties, assets (including intangible assets), liabilities,
business, operations, results of operations or prospects of the other party and
such other party shall have failed to propose a reasonably acceptable plan to
mitigate the effect of such material adverse change within 20 business days
after notice of intent to terminate; (d) if the Board of the other party
withdraws or modifies, in an adverse manner, its recommendation of the Plan of
Reorganization or the Merger; (e) if there is a permanent injunction or order
of a court or other competent authority in effect preventing the Merger; or (f)
if the required approval of the Avant! stockholders or Meta shareholders is not
obtained at the respective Special Meetings. See "The Proposed Merger and
Related Transactions (Related to Proposals for Both Avant! and Meta)--
Description of Merger and Plan of Reorganization--Termination."

Expenses and Termination Fees. All costs and expenses incurred in connection
with the Plan of Reorganization and the transactions contemplated thereby
(including, without limitation, the fees and expenses of advisors, accountants
and legal counsel) will be paid by the party incurring such expense, except
that, in the event the Merger is not consummated for any reason or if the Plan
of Reorganization is terminated for any reason, other than in certain specified
circumstances relating to the conduct of Avant! in the period following
execution of the Plan of Reorganization, expenses incurred in connection with
printing the proxy materials and the Registration Statement, registration and
filing fees incurred in connection with the Registration Statement, the proxy
materials and the listing of additional shares on The Nasdaq National Market
and fees, costs and expenses associated with compliance with applicable state
securities laws in connection with the Merger will be shared equally by Avant!
and Meta.

If either (a) Avant! or Meta terminates the Plan of Reorganization following
a failure of the Meta shareholders of Meta to approve the Plan of
Reorganization and, prior to the time of the Meta Special Meeting, there shall
have been a Trigger Event with respect to Meta or a Takeover Proposal not
rejected by Meta or withdrawn by the third party making such Takeover Proposal
or (b) Avant! terminates the Plan of Reorganization under certain circumstances
permitted by the Plan of Reorganization, and Meta is not entitled to terminate
the Plan of Reorganization for the same reasons, then Meta shall promptly pay
Avant! a termination fee of $4,800,000. If the Plan of Reorganization is
terminated by Meta under certain circumstances permitted by the Plan of
Reorganization and Avant! is not entitled to terminate the Plan of
Reorganization for the same reasons, then Avant! shall promptly pay Meta a
termination fee of $4,800,000. See "The Proposed Merger and Related
Transactions (Related to Proposals for Both Avant! and Meta)--Description of
Merger and Plan of Reorganization--Expenses and Termination Fees."

Amendment. The Plan of Reorganization may be amended by the agreement of
Avant! and Meta at any time before or after approval by the Meta shareholders
or the Avant! stockholders, except that, after such approval, no amendment may
be made which: (a) alters or changes the amount or kind of consideration to be
received upon conversion of the Meta Common Stock; (b) alters or changes any
term of the Articles of

12
<PAGE>

Incorporation of Merger Sub; or (c) alters or changes any of the terms and
conditions of the Plan of Reorganization if such alteration or change would
adversely affect the holders of Meta Common Stock or Avant! Common Stock. See
"The Proposed Merger and Related Transactions (Related to Proposals for Both
Avant! and Meta)--Description of Merger and Plan of Reorganization--
Termination" and "--Amendment."

Certain Federal Income Tax Considerations. Consummation of the Merger is
conditioned upon receipt by Avant! and Meta of opinions from their respective
legal counsel that the Merger should qualify as a reorganization for federal
income tax purposes under Section 368(a) of the Code (a "Reorganization").
Provided that the Merger does qualify as a Reorganization, no gain or loss
should be recognized for federal income tax purposes by Meta shareholders upon
their receipt of shares of Avant! Common Stock in exchange for their shares of
Meta Common Stock, except to the extent of cash received in lieu of fractional
shares or in respect of Dissenting Shares. Such legal opinions will be subject
to certain limitations and qualifications and will be based upon certain
factual assumptions and representations. Furthermore, such legal opinions will
not be binding on the Internal Revenue Service. ALL META SHAREHOLDERS SHOULD
READ CAREFULLY THE DISCUSSION UNDER "THE PROPOSED MERGER AND RELATED
TRANSACTIONS (RELATED TO PROPOSALS FOR BOTH AVANT! AND META)--DESCRIPTION OF
MERGER AND PLAN OF REORGANIZATION--CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."
IN VIEW OF THE COMPLEXITIES OF FEDERAL INCOME AND OTHER TAX LAWS, EACH META
SHAREHOLDER SHOULD CONSULT WITH SUCH SHAREHOLDER'S TAX ADVISOR REGARDING, AMONG
OTHER THINGS, THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES OF
THE MERGER APPLICABLE TO SUCH SHAREHOLDER'S SPECIFIC CIRCUMSTANCES.

The Merger will not have any tax consequences for Avant! stockholders.

Accounting Treatment. The Merger is expected to be accounted for as a pooling
of interests in accordance with the provisions of Accounting Principles Board
Opinion No. 16 on business combinations. As a condition to consummation of the
Merger, Avant! and Meta each will receive a letter from KPMG Peat Marwick LLP,
independent accountants, to the effect that, based upon certain material facts
and certain representations and warranties provided by Avant! and Meta and
described in such letter, the business combination to be effected by the Merger
would be properly accounted for as a pooling of interests in accordance with
generally accepted accounting principles and all published rules, regulations
and policies of the SEC. The parties have each received preliminary letters
dated September 6, 1996 to this effect from such accounting firm. See "The
Proposed Merger and Related Transactions (Related to Proposals for Both Avant!
and Meta)--Description of Merger and Plan of Reorganization--Accounting
Treatment."

Dissenters' Rights. Under Chapter 13 of the CGCL, Meta shareholders who
object to the Merger may, under certain circumstances and by following
prescribed statutory procedures, have the right to dissent from the Merger and
seek a determination of, and receive payment for, the "fair value" of such
shareholder's shares. The failure of such a dissenting shareholder to follow
such procedures, described more fully elsewhere in this Joint Proxy
Statement/Prospectus, may result in termination or waiver of such dissenters'
rights. However, no Meta shareholder will have dissenter's rights unless
Dissenting Shares represent at least five percent of the outstanding shares of
Meta Common Stock. It should be noted that if holders of more than an
insignificant number of shares of Meta Common Stock elect to exercise their
dissenters' rights, such action could adversely impact the ability of Avant! to
account for the business combination contemplated by the Merger as a pooling of
interests under generally accepted accounting principles, a condition to the
consummation of the Merger. Under the Plan of Reorganization, if Dissenting
Shares represent more than ten percent of the then outstanding shares of Meta
Common Stock, then Avant! and Merger Sub will not be obligated to consummate
and effect the Plan of Reorganization and the transactions contemplated
thereby. See "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Dissenters' Rights" for a more detailed
description of dissenters' rights with respect to the Merger.

No statutory appraisal rights are available to Avant! stockholders in
connection with the Merger.

13
<PAGE>

Comparative Rights of Shareholders. As a result of the Merger, holders of
Meta Common Stock will be exchanging their shares of a California corporation,
which is governed by the CGCL and Meta's Articles of Incorporation and Bylaws,
for shares of Avant! Common Stock issued by a Delaware corporation, which is
governed by the Delaware General Corporation Law ("DGCL") and Avant!'s
Certificate of Incorporation and Bylaws. Holders of Meta Common Stock should be
aware that certain significant differences exist between the rights of a
shareholder of a California corporation and those of a stockholder of a
Delaware corporation. See "Comparison of Rights of Holders of Avant! Common
Stock and Holders of Meta Common Stock."

MARKET PRICE DATA

Avant! Common Stock is traded on The Nasdaq National Market under the symbol
"AVNT," and Meta Common Stock is traded on The Nasdaq National Market under the
symbol "MESW." Trading of Avant! Common Stock began on June 7, 1995, and
trading of Meta Common Stock began on November 7, 1995.

The following table sets forth the closing sales price per share of Avant!
Common Stock and Meta Common Stock, as reported by The Nasdaq National Market,
on (a) June 30, 1996; (b) August 21, 1996, the last full trading day preceding
the date of the announcement of the execution of the Plan of Reorganization by
Avant! and Meta; and (c) September 25, 1996, the latest practicable trading day
before printing this Joint Proxy Statement/Prospectus, as well as the
equivalent pro forma per share value of Meta Common Stock based on the Avant!
Common Stock prices as of such date. Avant! stockholders and Meta shareholders
are encouraged to obtain current market information for shares of Avant! Common
Stock and Meta Common Stock. See "Market Price of Avant! Common Stock;
Dividends" and "Market Price of Meta Common Stock; Dividends."

<TABLE>
<CAPTION>
AVANT! META META
COMMON STOCK COMMON STOCK PRO FORMA
PRICE PRICE EQUIVALENT(1)
------------ ------------ -------------
<S> <C> <C> <C>
June 30, 1996........................... $23.25 $17.25 $10.11
August 21, 1996......................... $29.50 $10.75 $12.83
September 25, 1996...................... $28.13 $12.00 $12.24
</TABLE>
- --------

(1) Represents the equivalent pro forma value of one share of Meta Common Stock
calculated by multiplying the closing sales price of one share of Avant!
Common Stock on the dates listed above by the Merger Exchange Ratio of
0.435 shares of Avant! Common Stock for each outstanding share of Meta
Common Stock and each share of Meta Common Stock issuable upon exercise of
outstanding Meta Stock Options and subscription rights. See "The Proposed
Merger and Related Transactions (Related to Proposals for Both Avant! and
Meta)--Description of Merger and Plan of Reorganization--Conversion of Meta
Shares."

RISK FACTORS

The completion of the Merger and an investment in shares of Avant! Common
Stock each involve substantial risks. Before voting on the Meta Merger Proposal
and acquiring the securities offered hereby, Meta shareholders should carefully
consider the information set forth in "Risk Factors" and other information
contained herein. Similarly, before voting on the Avant! Share Issuance
Proposal, Avant! stockholders should carefully consider such information.

SELECTED SUPPLEMENTAL, HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following selected supplemental financial information of Avant! and
historical financial information of Meta as of December 31, 1994 and 1995 and
for the years ended December 31, 1993, 1994 and 1995 has been derived from
audited financial statements included elsewhere herein. The balance sheet
information as of

14
<PAGE>

June 30, 1996 and the statement of income information for the six-month periods
ended June 30, 1995 and 1996 are derived from unaudited financial statements
included elsewhere herein. This financial information should be read in
conjunction with such financial statements and the notes thereto. Statement of
income information for periods prior to January 1, 1993, and balance sheet
information prior to December 31, 1993, for each of Avant! and Meta are derived
from financial statements not included herein. The selected supplemental
financial information of Avant! gives retroactive recognition to the Anagram
Acquisition, which is expected to be accounted for as a pooling of interests.
See "Risk Factors--Uncertainty Relating to Integration of Operations and
Product Lines; Management of Growth" and "Avant! Business--Recent
Developments". For further information regarding the pro forma combined
operating results of the two companies, see "Unaudited Pro Forma Condensed
Combined Financial Statements."

The pro forma financial information does not purport to represent what
Avant!'s financial position or results of operations would actually have been
had the Merger occurred at the beginning of the earliest period presented or to
project Avant!'s financial position or results of operations for any future
date or period. In addition, it does not incorporate any benefits from cost
savings or synergies of operations that may be realized by the combined
company.

15
<PAGE>

SELECTED SUPPLEMENTAL FINANCIAL DATA
AVANT!
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- ---------------
1991 1992 1993 1994 1995 1995 1996
------ ------- ------ ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS
OF INCOME DATA: (1)
Total revenue........... $2,187 $ 3,583 $8,708 $19,199 $41,512 $17,074 $31,544
Income (loss) from
operations............. (610) (1,259) (382) 2,765 8,869 4,774 9,609
Net income (loss)....... (658) (1,281) 1,319 2,279 6,235 3,698 7,226
Income (loss) per
share.................. $(0.17) $ (0.24) $ 0.11 $ 0.15 $ 0.34 $ 0.22 $ 0.36
Weighted average number
of common and common
equivalent shares
outstanding............ 3,935 5,283 12,042 14,931 18,099 16,843 19,825
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------ JUNE 30,
1991 1992 1993 1994 1995 1996
------ ------ ------ ------- ------- --------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA: (1)
Cash and cash equivalents
......................... $ 953 $4,221 $6,028 $ 5,848 $23,808 $ 11,636
Working capital (2)....... 171 3,979 9,438 32,086 70,162 78,527
Total assets.............. 1,813 6,246 15,078 40,545 86,772 100,187
Lease obligations, long-
term..................... -- 152 173 147 40 14
Mandatorily redeemable
convertible preferred
stock.................... -- 3,830 8,312 8,312 -- --
Stockholders' equity...... $ 646 $ 906 $2,321 $25,566 $75,005 $ 84,151
</TABLE>

SELECTED HISTORICAL FINANCIAL DATA
META
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------- -------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS
OF INCOME DATA:
Total revenue........... $13,777 $19,652 $25,281 $10,861 $14,889
Income from operations.. 2,165 3,231 3,046 1,974 3,794
Pro forma net income.... 1,414 2,134 2,177 1,333
Pro forma net income per
common share (3)....... $ 0.16 $ 0.22 $ 0.22 $ 0.14
Net income.............. 2,682
Net income per common
share.................. $ 0.25
Weighted average number
of common and common
equivalent shares
outstanding............ 8,834 9,792 9,866 9,792 10,622
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- JUNE 30,
1993 1994 1995 1996
------ ------- ------- --------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Cash and cash
equivalents............ $3,664 $ 3,811 $25,720 $ 3,891
Working capital (2)..... 3,098 3,854 21,942 26,967
Total assets............ 8,788 10,776 35,095 38,313
Shareholders' equity ... $4,883 $ 5,317 $23,325 $29,617
</TABLE>
- --------

(1) The selected supplemental consolidated financial information of Avant!
gives retroactive recognition to the Anagram Acquisition, which is expected
to be accounted for as a pooling of interests. See "Risk Factors--
Uncertainty Relating to Integration of Operations and Product Lines;
Management of Growth" and "Avant! Business--Recent Developments."
(2) Working capital is computed as current assets less current liabilities.
(3) Pro forma net income per share is computed using pro forma net income which
reflects the assumed tax expense that would have been reported if Meta had
been a C Corporation. See Note 6 of Meta's Notes to Financial Statements.

16
<PAGE>

AVANT! AND META

UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------- -----------------
1993 1994 1995 1995 1996
------- ------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME DATA: (1)
Total revenue....................... $22,485 $38,851 $66,793 $ 27,935 $ 46,433
Income from operations.............. 1,783 5,996 11,915 6,748 13,403
Net income.......................... 2,733 4,413 8,412 5,031 9,908
Net income per share................ $ 0.17 $ 0.23 $ 0.38 $ 0.24 $ 0.41
Weighted average number of common
and common equivalent shares
outstanding........................ 15,885 19,190 22,391 21,102 24,445
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1996
----------------
(IN THOUSANDS,
EXCEPT PER SHARE
AMOUNTS)
<S> <C>
PRO FORMA CONDENSED COMBINED BALANCE SHEET DATA:
Cash and cash equivalents...................................... $ 15,527
Working capital(2)(3).......................................... 98,894
Total assets................................................... 138,500
Total stockholders' equity(2).................................. 107,168
Book value per share(2)(4)..................................... $ 4.68
</TABLE>
- --------

(1) The unaudited selected pro forma condensed combined financial data gives
effect to the completion of the Merger as if it had occurred on January 1,
1993. See "Unaudited Pro Forma Condensed Combined Financial
Statements."

(2) Includes the effect of estimated expenses of approximately $6.6 million
expected to be incurred by the combined company in connection with the
Merger and the Anagram Acquisition.
(3) Working capital is computed as current assets less current liabilities.
(4) Book value per share is computed by dividing pro forma stockholders' equity
by the pro forma number of shares of common stock outstanding at the end of
the period.

17
<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth certain supplemental per share data of Avant!
and historical per share data of Meta and combined per share data on an
unaudited pro forma and equivalent pro forma basis, after giving effect to the
Merger on a pooling of interests basis. The supplemental per share data of
Avant! gives retroactive recognition to the Anagram Acquisition, which is
expected to be accounted for as a pooling of interests. The pro forma combined
per share data gives effect to the Merger at the estimated Merger Exchange
Ratio of 0.435 shares of Avant! Common Stock for each outstanding share of Meta
Common Stock and each share of Meta Common Stock issuable upon exercise of Meta
Stock Options and subscription rights. The pro forma combined per share data
does not purport to represent what Avant!'s financial position or results of
operations would actually have been had the Merger occurred at the beginning of
the earliest period presented or to project Avant!'s financial position or
results of operations for any future date or period. This data should be read
in conjunction with the selected supplemental and historical financial data and
pro forma condensed combined financial statements included elsewhere herein and
the separate supplemental financial statements and notes thereto of Avant! and
the separate historical financial statements and notes thereto of Meta included
elsewhere herein. Neither Avant! nor Meta declared any cash dividends during
the periods presented, other than S Corporation dividends declared by Meta
prior to its initial public offering in November 1995.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------ ---------------
1993 1994 1995 1995 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
SUPPLEMENTAL--AVANT!
Net income........................... $ 0.11 $ 0.15 $ 0.34 $ 0.22 $ 0.36
Book value(1)........................ $ 4.20 $ 4.56
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------ ---------------
1993 1994 1995 1995 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
HISTORICAL--META
Pro forma net income(2).............. $ 0.16 $ 0.22 $ 0.22 $ 0.14
Net income........................... $ 0.25
Book value(1)........................ $ 2.38 $ 2.91
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------ ---------------
1993 1994 1995 1995 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PRO FORMA COMBINED PER AVANT! SHARE
Net income........................... $ 0.17 $ 0.23 $ 0.38 $ 0.24 $ 0.41
Book value(3)........................ $ 4.40 $ 4.68
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------ ---------------
1993 1994 1995 1995 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
EQUIVALENT PRO FORMA PER META
SHARE(4)
Net income........................... $ 0.07 $ 0.10 $ 0.17 $ 0.10 $ 0.18
Book value(3)........................ $ 1.91 $ 2.04
</TABLE>

- -------

(1) Supplemental and historical book value per share is computed by dividing
shareholders' equity by the number of shares of common stock outstanding at
the end of each period. Pro forma book value per share is computed by
dividing pro forma stockholders' equity by the pro forma number of shares
of common stock outstanding at the end of each period. Book value per share
information as of December 31, 1993 and 1994 and June 30, 1995 is not
presented.

(2) Pro forma net income per share is computed using pro forma net income which
reflects the assumed tax expense that would have been reported if Meta had
been a C corporation. See Note 6 of Notes to Meta's Financial Statements.

(3) The parties anticipate that the combined company will incur direct
transaction costs and merger-related integration expenses totaling
approximately $6.6 million in connection with the Merger. Such costs
include financial advisory fees, transaction costs and other direct costs
associated with the Merger, including the following: (i) employee
termination costs; (ii) cancellation of certain lease obligations; and
(iii) legal, accounting and printing expenses. These costs are expected to
be charged to the combined company. The effects of these costs have not
been reflected in the above pro forma combined net income per share data,
but are reflected in the above book value per share data as of June 30,
1996.

(4) The unaudited equivalent pro forma combined per Meta share amounts are
calculated by multiplying the pro forma combined per Avant! share amounts
by the estimated Merger Exchange Ratio of 0.435 shares of Avant! Common
Stock for each outstanding share of Meta Common Stock and each share of
Meta Common Stock issuable upon exercise of Meta Stock Options and
subscription rights.

18
<PAGE>

RISK FACTORS

This Joint Proxy Statement/Prospectus contains Forward-Looking Statements.
Actual results could differ materially from those projected in the Forward-
Looking Statements as a result of the factors set forth below and other
matters described elsewhere in this Joint Proxy Statement/Prospectus. The
following risk factors should be considered carefully in evaluating the
proposals to be considered and voted upon at each of the Avant! Special
Meeting and the Meta Special Meeting and the acquisition of the securities
offered hereby. For periods following the Merger, references to the services,
business, financial results or financial condition of Avant!, and references
to the "combined company," should be considered to refer to Avant! and its
subsidiaries, including Meta, unless the context requires otherwise.

LITIGATION RISK

On December 6, 1995, Cadence filed an action against Avant! and certain of
its officers in the United States District Court for the District of Northern
California alleging copyright infringement, unfair competition,
misappropriation of trade secrets, conspiracy, breach of contract, inducing
breach of contract and false advertising. The essence of the complaint is that
certain Avant! employees who formerly were Cadence employees misappropriated
and improperly copied source code for certain important functions of Avant!
place and route products from Cadence, and that Avant! has competed unfairly
by making false statements concerning Cadence and its products. The action
also alleges that Avant! induced certain individual defendants to breach their
agreements of employment and confidentiality with Cadence. In addition to
actual and punitive damages, Cadence seeks to enjoin the sale of certain place
and route products and has filed a motion to obtain a preliminary injunction
pending trial of the action. Avant! filed its opposition to Cadence's motion
on June 28, 1996. Cadence filed a reply to Avant!'s opposition on August 27,
1996. The preliminary injunction hearing took place on September 10, 1996. No
ruling on the preliminary injunction motion has been issued as of the date
hereof.

On January 16, 1996, Avant! filed a counterclaim alleging antitrust
violations, racketeering, false advertising, defamation, trade libel, unfair
competition, unfair trade practices, negligent and intentional interference
with prospective economic advantage and intentional interference with
contractual relations.

The Santa Clara County District Attorney's office also is investigating the
allegations of misappropriation of trade secrets set forth in Cadence's
lawsuit, described above. On December 5, 1995, a search warrant was executed
at Avant!'s Sunnyvale, California, facility to determine whether there was
evidence of criminal conduct. No criminal charges have been filed against
Avant!, but no assurance can be given that such charges will not be filed in
the future. A criminal complaint, if filed, could result in a loss of
management and other personnel and could have other material adverse effects.
On each of December 15 and 19, 1995, class action filings were made against
Avant! alleging certain securities law violations, including omission and/or
misrepresentation of material facts. The alleged omissions and/or
misrepresentations are largely consistent with the allegations outlined in the
Cadence claim.

It is Avant!'s position that the plaintiffs' claims are without merit.
Avant! believes it has sufficient defenses to all of the plaintiffs' claims
and intends to defend itself vigorously. In the opinion of Avant! management,
based on information it presently possesses, the conclusion of these claims
will not have a material adverse effect on Avant!'s consolidated financial
position. If, however, Avant!'s defenses are unsuccessful, Avant! may be
enjoined from selling certain place and route products and may be required to
pay damages to Cadence. In such event, Avant!'s business, operating results
and financial condition would be materially adversely affected. In particular,
Avant!'s place and route products in dispute, ArcCell-BV and ArcCell-XO (which
have been replaced by Aquarius-BV and Aquarius-XO), accounted for
approximately one-third of Avant!'s total revenues for the three-year period
ended December 31, 1995, and approximately one-half of Avant!'s total revenues
for the six months ended June 30, 1996. In addition, it is likely that an
adverse judgment against Avant! would result in a steep decline in the market
price of Avant! Common Stock. Although Meta has the right to terminate the
Plan of Reorganization prior to the Effective Time under certain
circumstances, it is probable that developments in the pending litigation
between Avant! and Cadence that would give Meta the right to terminate may
occur only after

19
<PAGE>

the Effective Time. In such event, Meta shareholders would bear the risk of any
decline in the market price of the Avant! Common Stock following an adverse
outcome of the pending litigation between Avant! and Cadence.

Meta has a long-standing technology relationship with Cadence pursuant to
which, among other things, Meta and Cadence cross-license certain aspects of
their respective technologies including Meta's MASTER Toolbox and HSPICE
products in order to develop certain interfaces between Cadence's products and
Meta's selling and supporting such products. Meta licenses Cadence's maskwork
layout software for use by Meta-Labs services for generating maskworks for
MetaTestchip. In light of Avant!'s pending litigation with Cadence, it is
almost certain that Cadence will sever its relationship with Meta following the
Merger. In such event, Meta would experience delays in generating new
MetaTestchips as a result of the need to transition to Avant!'s layout
software. Further, Meta currently integrates a portion of Cadence technology
with HSPICE to provide a data output format for Cadence's waveform viewing
products and uses certain Cadence products to provide Cadence product support
for MASTER Toolbox which may no longer be available at a reasonable price or
profit after the Merger. Additionally, Cadence sells Spectre circuit simulation
software which directly competes with Meta's HSPICE product. Accordingly,
termination of Meta's relationship with Cadence could have a material adverse
effect upon the combined company's business, operating results and financial
condition. See "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Reasons for the Merger."

The preceding pending litigation and any future litigation against the
combined company or its employees, regardless of the outcome, is expected to
result in substantial costs and expenses to the combined company and
significant diversion of attention by the combined company's technical and
management personnel. Accordingly, any such litigation could have a material
adverse effect on the combined company's business, operating results or
financial condition.

UNCERTAINTY RELATING TO INTEGRATION OF OPERATIONS AND PRODUCT LINES; MANAGEMENT
OF GROWTH

The integration of Anagram's business and personnel following the Anagram
Acquisition presents difficult challenges for Avant!'s management, particularly
in light of the increased time and resources required to effect the combination
with Meta. Further, each of Avant! and Meta entered into the Plan of
Reorganization with the expectation that the Merger will result in synergies
for the combined company. The combined company, however, will be more complex
and diverse than either Avant! or Meta individually, and the combination and
continued operation of their distinct business operations will be difficult.
While the management and Boards of both Avant! and Meta believe that the
contemporaneous combination of Avant!, Anagram and Meta can be effected in a
manner that will realize the value of the combined company, the management
group of the combined company has limited experience in combinations of this
complexity or size. Accordingly, there can be no assurance that the process of
effecting these business combinations can be effectively managed to realize the
synergies anticipated to result therefrom.

Following the Anagram Acquisition and the Merger, in order to maintain and
increase profitability, the combined company will need to successfully
integrate and streamline overlapping functions. Avant!, Anagram and Meta each
have different systems and procedures in many operational areas that must be
rationalized and integrated. There can be no assurance that such integration
will be accomplished effectively, expeditiously or efficiently. The
difficulties of such integration may be increased by the necessity of
coordinating geographically separated divisions. The integration of certain
operations following the Anagram Acquisition and the Merger will require the
dedication of management resources that may temporarily distract attention from
the day-to-day business of the combined company. The business of the combined
company may also be disrupted by employee uncertainty and lack of focus during
such integration. Failure to effectively accomplish the integration of the
operations of Avant!, Anagram and Meta could have a material adverse effect on
the combined company's business, operating results and financial condition.
Moreover, uncertainty in the marketplace or customer hesitation relating to the
Anagram Acquisition or the Merger could negatively affect the combined
company's business, operating results and financial condition.

20
<PAGE>

Avant! and Meta entered into the Plan of Reorganization in order to achieve
potential mutual benefits from combining each of their respective expertise
and product lines for the physical design of high-density, high-performance
ICs. Realization of these potential benefits will require, among other things,
integrating the companies' respective product offerings and coordinating the
combined company's sales and marketing and research and development efforts.
Failure to efficiently achieve such integration could have a material adverse
effect on the combined company's business, operating results and financial
condition.

Each of Avant! and Meta has experienced periods of rapid growth and
expansion that has placed and will continue to place significant strains upon
their respective management systems and resources. In addition, certain of the
combined company's senior management personnel have worked together only for a
short period of time and must learn to work together effectively. The combined
company's ability to compete effectively and to manage future growth, if any,
will require the combined company to continue to implement and improve
operational, financial and management information systems on a timely basis
and to expand, train, motivate and manage its work force. There can be no
assurance that the combined company's personnel, systems, procedures and
control will be adequate to support the combined company's operations.

DEPENDENCE UPON KEY PERSONNEL

The combined company's future operating results depend in significant part
upon the continued service of its key management and technical personnel. Few
of the combined company's employees are bound by employment or non-competition
agreements, and due to the intense competition for such personnel as well as
the uncertainty caused by the integration of Avant!'s, Anagram's and Meta's
businesses, it is possible that the combined company will be unable to retain
such key technical and managerial personnel. There are only a limited number
of qualified ICDA engineers, and competition for such individuals is intense.
If the combined company is unable to attract, hire and retain qualified
personnel in the future, the development of new products and the management of
an increasingly complex business would be impaired which would materially
adversely affect the combined company's business, operating results and
financial condition. Additionally, if a criminal complaint is filed relating
to the matters underlying the pending litigation between Avant! and Cadence
resulting in a loss of Avant! personnel, then the combined company's business,
operating results and financial condition may be materially adversely
affected. See "--Litigation Risk" and "Meta Business--Employees."

COMPETITION

The ICDA software market in which Avant! and Meta compete is intensely
competitive and subject to rapid change. Avant! and Meta currently face
competition from major ICDA vendors, including Cadence, which currently holds
a dominant share of the market for IC physical design software, Mentor
Graphics Corporation ("Mentor"), Viewlogic Systems Incorporated ("Viewlogic")
and EPIC Design Technology, Inc. ("EPIC"). As the combined company expands its
product offerings to include other library generation tools and other
electronic design automation ("EDA") tools, it will compete increasingly with
these established EDA vendors. Certain of these established vendors have a
longer operating history and significantly greater financial, technical and
marketing resources, greater name recognition and a larger installed customer
base than the combined company. Each of these competitors will likely be able
to respond more quickly to new or emerging technologies and changes in
customer requirements, and to devote greater resources to the development,
promotion and sale of their products than the combined company. Moreover, the
industry in which Avant! and Meta compete is undergoing a trend toward
consolidation that is expected to result in large, more financially flexible
competitors with a broad range of product offerings. In addition to
competition from EDA vendors, the combined company also faces competition from
semiconductor companies that have internal design groups that develop their
own customized place and route and simulation tools for their own particular
needs and therefore may be reluctant to purchase products offered by the
combined company or other independent vendors. There can be no assurance that
the combined company will be able to compete successfully against current and
future competitors or that competitive pressures faced by the combined company
will not have a material adverse effect on its business, operating results and
financial condition. If the combined company is unable to compete successfully
against

21
<PAGE>

current and future competitors, the combined company's business, operating
results and financial condition will be materially adversely affected. See
"Meta Business--Competition."

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

The quarterly operating results of the combined company may vary
substantially from period to period depending on factors such as the outcome
of outstanding litigation, increased competition, the size, timing and
structure of significant licenses, the timing of revenue recognition under its
time-based license agreements, the timing of new or enhanced product
announcements, introductions, or delays in the introductions, of new or
enhanced versions of the combined company's products, changes in pricing
policies by the combined company or its competitors, market acceptance of new
and enhanced versions of the combined company's products, the cancellation of
time-based licenses or maintenance agreements, the unavailability of
technology of third parties, including that of Cadence and Mentor, which is
incorporated in certain of the products of the combined company, the mix of
direct and indirect sales, changes in operating expenses, changes in the
combined company's strategy, seasonal factors, personnel changes, foreign
currency exchange rates and general economic factors. Due to the foregoing
factors, and particularly the variability of the size, timing and structure of
significant licenses, quarterly revenue and operating results are difficult to
forecast. In particular, Avant! has adopted a flexible pricing strategy
pursuant to which Avant! offers both perpetual and time-based software
licenses to customers, depending on customer requirements and financial
constraints. Because each time-based license may have a different structure
and could be subject to cancellation, future revenue is unpredictable. In
addition, Meta's quarterly operating results have in the past fluctuated as a
result of seasonality of customer buying patterns, with revenues for the first
quarter of a year often lower than those for the last quarter of the preceding
year, and a significant portion of revenue in a quarter typically is received
in the last few weeks or days of that quarter. Avant!'s and Meta's expense
levels are based, in part, on expectations as to future revenue levels.
Accordingly, net income, if any, may be disproportionately affected by a
reduction in revenue because only a small portion of Avant!'s and Meta's
expenses fluctuate with revenue. If revenue levels are below expectations, the
combined company's business, operating results and financial condition are
likely to be materially adversely affected. Such shortfalls in the combined
company's revenue or operating results from levels expected by public market
analysts and investors could have an immediate and significant material
adverse effect on the market price of Avant!'s Common Stock. Additionally, the
combined company may not learn of such revenue shortfalls or earnings
shortfalls or other failures to meet market expectations for results of
operations until late in a fiscal quarter, which could result in an even more
immediate and material adverse effect on the trading price of the Avant!
Common Stock. In such event, the market price of Avant!'s Common Stock would
be materially adversely affected. Due to the foregoing, Avant! and Meta
believe that period to period comparisons of their results of operations are
not necessarily meaningful and should not be relied upon as indications of
future performance. See "Avant! Selected Consolidated Financial Data" and
"Meta Selected Financial Data."

POTENTIAL VOLATILITY OF STOCK PRICE

The market price of the shares of Avant! Common Stock is likely to be highly
volatile and may be significantly affected by many factors, including the
outcome of outstanding Avant! litigation, actual or anticipated fluctuations
in the combined company's operating results, announcements of technological
innovations and new products by competitors, new contractual relationships
with strategic partners by the combined company or its competitors, proposed
acquisitions by the combined company or competitors and financial results that
fail to meet public market analyst expectations of performance. In addition,
the U.S. equity markets have from time to time experienced significant price
and volume fluctuations that have particularly affected the market prices for
the common stocks of technology companies. These broad market fluctuations may
materially adversely affect the market price of Avant! Common Stock in future
periods, including prior to consummation of the Merger. Because the Merger
Exchange Ratio is unaffected by fluctuations in the market price of Avant!
Common Stock or Meta Common Stock, the extent to which the consideration to be
received by Meta shareholders in the Merger represents a premium for the Meta
Common Stock may be materially adversely affected by market price fluctuations
of Avant! Common Stock or Meta Common Stock. See "Market Price of Avant!
Common Stock; Dividends" and "Market Price of Meta Common Stock; Dividends."

22
<PAGE>

COST OF INTEGRATION; TRANSACTION EXPENSES

Transaction costs relating to the Anagram Acquisition, the Merger and the
anticipated combination of certain operations of Avant!, Anagram and Meta are
expected to result in one-time charges to the combined company's earnings.
Although it will not be feasible to determine the actual amount of these
charges until the operational and transition plans are completed, the
management of Avant! and Meta believe that the aggregate charge will be
approximately $6.6 million before taxes, although such amount may be increased
by unanticipated additional expenses incurred in connection with the Anagram
Acquisition and the Merger. This aggregate charge is expected to include the
estimated costs associated with financial advisory, accounting and legal fees,
printing expenses, filing fees and other merger-related costs. While the exact
timing of these expenses cannot be determined at this time, the management of
Avant! anticipates that this aggregate charge to earnings will be recorded
primarily in the quarters ending September 30, 1996 and December 31, 1996, the
quarters in which the Anagram Acquisition and the Merger, respectively, have
been, or are expected to be, consummated. The effects of these costs have not
been reflected in the unaudited pro forma condensed combined statements of
income. See "The Proposed Merger and Related Transactions (Related to
Proposals for Both Avant! and Meta)--Unaudited Pro Forma Condensed Combined
Financial Statements."

POTENTIAL DILUTIVE EFFECT TO STOCKHOLDERS

Although Avant! and Meta believe that beneficial synergies will result from
the Merger, there can be no assurance that the combining of Avant!'s,
Anagram's and Meta's businesses, even if achieved in an efficient and
effective manner, will result in combined results of operations and financial
condition superior to that which would have been achieved by each company
independently, or as to the period of time required to achieve such result.
The issuance of Avant! Common Stock in connection with the Merger is likely to
have a dilutive effect on Avant!'s earnings per share and there is no
assurance that Avant! stockholders would not achieve greater returns on
investment were Avant! to remain an independent company. There also is no
assurance that Meta shareholders would not achieve greater returns on
investment if Meta were to remain an independent company.

SHARES ELIGIBLE FOR PUBLIC SALE

Sales of substantial amounts of Avant! Common Stock in the public market
after the consummation of the Merger could materially adversely affect
prevailing market prices of Avant!'s Common Stock. The shares of Avant! Common
Stock to be issued in the Merger will be eligible for immediate sale in the
public market, subject to certain limitations under the Securities Act
applicable to affiliates of the combined company and certain agreements to be
entered into by certain affiliates of Meta which prohibit such persons from
disposing of any Avant! Common Stock during the period immediately following
the Effective Time. See "The Proposed Merger and Related Transactions (Related
to Proposals for Both Avant! and Meta)--Description of Merger and Plan of
Reorganization--Resale of Avant! Common Stock; Agreements with Affiliates."

PRODUCT CONCENTRATION

Each of Avant! and Meta expects that revenue from the licensing and support
of Aquarius, the Avant! place and route software product family, Hercules, the
Avant! design verification software product, and ADM and HSPICE, the Anagram
and Meta circuit simulation and analysis products, respectively, will account
for a substantial percentage of the combined company's revenues for the
foreseeable future. As a result, the combined company's business, operating
results and financial condition are significantly dependent upon continued
market acceptance and purchases of Aquarius, Hercules, ADM and HSPICE. A
decline in demand for any of these products as a result of competition,
technological change or other factors would have a material adverse effect on
the business, operating results and financial condition of the combined
company. There can be no assurance that Aquarius, Hercules, ADM or HSPICE will
achieve continued market acceptance, or that the combined company will be
successful in marketing such products or any new or enhanced products. Failure
to develop or acquire additional products, or to successfully market such
products on a profitable basis, could have a material adverse effect on the
combined company's business, operating results and financial condition. See
"Meta Business."

23
<PAGE>

RISKS ASSOCIATED WITH INTERNATIONAL LICENSING

International revenue accounted for approximately 34%, 33% and 35% of the
combined company's pro forma total revenue in 1994, 1995 and the first six
months of 1996, respectively. The combined company expects that international
license and service revenue will continue to account for a significant portion
of the combined company's total revenue. Avant!'s and Meta's international
revenue involves a number of risks, including the impact of possible
recessionary environments in economies outside the United States, longer
receivables collection periods and greater difficulty in accounts receivable
collection, difficulties in staffing and managing foreign operations,
political and economic instability, unexpected changes in regulatory
requirements, reduced protection of intellectual property rights in some
countries and tariffs and other trade barriers. Currency exchange fluctuations
in countries in which the combined company licenses its products could also
materially adversely affect the combined company's business, operating results
and financial condition by resulting in pricing that is not competitive with
products priced in local currencies. Furthermore, there can be no assurance
that in the future the combined company will be able to continue to price its
products and services internationally in U. S. dollars because of changing
sovereign restrictions on importation and exportation of foreign currencies as
well as other practical considerations. In addition, the laws of certain
countries do not protect the combined company's products and intellectual
property rights to the same extent as do the laws of the United States.
Accordingly, there can be no assurance that these factors will not have a
material adverse effect on the combined company's future international sales
and, consequently, on the combined company's business, operating results and
financial condition. In addition, there can be no assurance that the combined
company will be able to sustain or increase revenue derived from international
licensing and service or that the foregoing factors will not have a material
adverse effect on the combined company's future international license and
service revenue, and, consequently, on the combined company's business,
operating results and financial condition. See "Meta Management's Discussion
and Analysis of Financial Condition and Results of Operations."

DEPENDENCE UPON DISTRIBUTORS AND MANUFACTURER'S REPRESENTATIVES

Avant! and Meta each rely on distributors and manufacturer's representatives
("Third Party Sellers") for licensing and support of their respective products
in China, Japan, Korea, Singapore and Taiwan. A substantial portion of
Avant!'s international license and service revenue results from a limited
number of these Third Party Sellers, and a substantial portion of Meta's
international license and service revenue results from one of these Third
Party Sellers. During 1994, 1995 and the first six months of 1996, revenue
from two distributors and two manufacturer's representatives accounted for an
aggregate of approximately 13% of Avant!'s total revenue, and during 1994,
1995 and the first six months of 1996, revenue from NTT Advanced Technology
Corp. ("NTT-AT"), Meta's distributor in Japan, accounted for an aggregate of
approximately 15%, 14% and 18%, respectively, of Meta's net revenue. There can
be no assurance that Avant!'s and Meta's current Third Party Sellers will
choose to or be able to market or service and support the combined company's
products effectively, that economic conditions or industry demand will not
materially adversely affect these or other Third Party Sellers or that these
Third Party Sellers will not devote greater resources to marketing and
supporting products of the combined company's competitors. In particular, Meta
has opened a sales office in Tokyo, Japan, which may affect its relationship
with NTT-AT and NTT-AT's performance as a distributor of Meta's products.
Additionally, because the combined company's products are used by highly
skilled professional engineers, a Third Party Seller must possess sufficient
technical, marketing and sales resources in order to be effective and must
devote these resources to a lengthy sales cycle, customer training and product
service and support. Only a limited number of Third Party Sellers possess such
resources. Accordingly, the loss of, or a significant reduction in revenue
from, one of Avant!'s or Meta's Third Party Sellers or any other Third Party
Sellers on which the combined company's revenues may, in the future, become
dependent, could have a material adverse effect on the combined company's
business, operating results and financial condition. See "Meta Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Meta Business--Sales and Marketing."

24
<PAGE>

NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE

The ICDA industry is characterized by extremely rapid technological change,
frequent new product introductions and enhancements, evolving industry
standards and rapidly changing customer requirements. The combined company's
future business, operating results and financial condition will depend in part
upon its ability to enhance its current products and to develop and introduce
new products on a timely and cost-effective basis that will keep pace with
technological developments and evolving industry standards and methodologies,
as well as address the increasingly sophisticated needs of the combined
company's customers. New technologies developed by the combined company or its
competitors could render existing products obsolete. The combined company's
success will depend upon its ability to enhance existing products and to
introduce new products on a timely and cost-effective basis that meet changing
customer requirements. There can be no assurance that the combined company
will be successful in developing new products or enhancing existing products
or that such new or enhanced products will receive market acceptance. On
occasion, Avant! and Meta have each experienced delays in the scheduled
introductions of new and enhanced products, and there can be no assurance that
they will be able to introduce products on a timely basis in the future. In
particular, Meta experienced delays in the introduction of MetaCircuit, due in
part to changing customer demands and the need to augment product features in
response to competitive product offerings. Delays in the scheduled
availability of products, for technological or other reasons, or a lack of
market acceptance of such products, or the combined company's failure to
accurately anticipate customer demand, would have a material adverse effect on
its business, operating results and financial condition. See "Meta Business."

DEPENDENCE UPON SEMICONDUCTOR AND ELECTRONICS INDUSTRIES; GENERAL ECONOMIC AND
MARKET CONDITIONS

Avant! and Meta are each dependent upon the semiconductor and, more
generally, the electronics industries. Each of these industries is
characterized by rapid technological change, short product life cycles,
fluctuations in manufacturing capacity and pricing and gross margin pressures.
Segments of these industries have from time to time experienced significant
economic downturns characterized by decreased product demand, production over-
capacity, price erosion, work slowdowns and layoffs. Over the past few years,
these industries have experienced an extended period of significant economic
growth, although during 1996 certain sectors of the semiconductor industry
have experienced slower growth than in 1995. There can be no assurance that
economic growth in these industries will continue, and if it does not, any
downturn could be especially severe on the combined company. During such
downturns, the number of new IC design projects often decreases. Because
acquisitions of new licenses from the combined company are largely dependent
upon the commencement of new design projects, any slowdown in these industries
could have a material adverse effect on the combined company's business,
operating results and financial condition. The combined company's business,
operating results and financial condition may in the future reflect
substantial fluctuations from period to period as a consequence of patterns
and general economic conditions in either the semiconductor or electronics
industry.

LIMITATIONS ON PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

Avant! and Meta rely on a combination of patents, trade secret, copyright
and trademark laws, as well as contractual commitments, to protect their
proprietary rights in their software products. The companies generally enter
into confidentiality or license agreements with their employees, distributors
and customers, and limit access to and distribution of their software,
documentation and other proprietary information. Despite these precautions,
there can be no assurance that a third party will not copy or otherwise obtain
and use the combined company's products or technology without authorization,
or develop similar technology independently. In particular, Meta has on
occasion distributed its products pursuant to "shrink wrap" licenses. There
can be no assurance that such licenses are enforceable. In addition, effective
copyright and trade secret protection may be unavailable or limited in certain
foreign countries. The combined company expects that software companies will
increasingly be subject to infringement claims as the number of products and
competitors in the industry in which Avant! and Meta currently compete grows
and the functionality of products in different industry segments overlaps. In
particular, Avant!'s current litigation with Cadence involves such
infringement claims. Responding to such claims, regardless of merit, could be
time-consuming, result in costly litigation, cause product shipment delays or
require the combined company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if

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required, may not be available on terms acceptable to the combined company or
at all, which could have a material adverse effect upon the combined company's
business, operating results and financial condition. There can be no assurance
that infringement claims will not be asserted against the combined company in
the future or that any such claims will not require the combined company to
enter into royalty arrangements or result in costly litigation, which could
materially adversely affect the combined company's business, operating results
and financial condition. See "--Litigation Risk" and "Meta Business--
Proprietary Rights."

RISK OF PRODUCT DEFECTS

Software products as complex as those offered by the combined company may
contain defects or failures when introduced or when new versions are released.
Avant! and Meta have in the past discovered software defects in certain of
their products and may experience delays or lost revenue to correct such
defects in the future. There can be no assurance that, despite testing by the
combined company, errors will not be found in new products or releases after
commencement of commercial shipments, resulting in loss of market share or
failure to achieve market acceptance. Any such occurrence could have a
material adverse effect upon the combined company's business, operating
results and financial condition.

DEPENDENCE UPON RELATIONSHIP WITH SYNOPSYS

Avant! currently has a cooperative technical and marketing agreement with
Synopsys that expires by its terms in March 1997, and is automatically renewed
for one year unless either party gives notice otherwise. The agreement
provides that Synopsys will share certain technical information with Avant!
concerning Synopsys' high level design automation products, which information
has assisted Avant! in the development and marketing of its products. Synopsys
has no obligation to continue to provide similar information in the future,
and if Synopsys were to stop sharing technical information with Avant!, to
favor competitors of Avant! or to develop software products that are
competitive with those of Avant!, Avant!'s business, operating results and
financial condition could be materially adversely affected. While Avant!
believes its relationship with Synopsys is good, there can be no assurance
that the Merger will not have an adverse effect on the existing relationship
with Synopsys.

RIGHTS OF HOLDERS OF META COMMON STOCK FOLLOWING THE MERGER

Following the Merger, holders of Meta Common Stock outstanding as of the
Effective Date will become holders of Avant! Common Stock. Certain material
differences exist between the rights of Meta shareholders under California
law, Meta's Articles of Incorporation and Meta's Bylaws and the rights of
Avant! stockholders under Delaware law, Avant!'s Certificate of Incorporation
and Avant!'s Bylaws. As a result of these material differences, the right of
holders of Avant! Common Stock may be generally more limited than those of
holders of Meta Common Stock. See "Comparison of the Rights of Holders of
Avant! Common Stock and Holders of Meta Common Stock."

CONCENTRATION OF STOCK OWNERSHIP; CHANGE OF CONTROL PROVISIONS

Based on the pro forma stock ownership of the combined company as of August
31, 1996 and upon completion of the Merger, the directors and principal
stockholders of the combined company and their affiliates will beneficially
own approximately 75.6% of the outstanding Avant! Common Stock. As a result,
these stockholders will be able to exercise significant influence over all
matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. Such concentration of
ownership may have the effect of delaying or preventing a change in control of
Avant!. In addition, the combined company's Board of Directors will have the
authority to issue up to 5,000,000 shares of Preferred Stock, to determine the
powers, preferences and rights and the qualifications, limitations or
restrictions granted to or imposed upon any unissued series of Preferred Stock
and to fix the number of shares constituting any series and the designation of
such series, without any further vote or action by the combined company's
stockholders. The Preferred Stock could be issued with voting, liquidation,
dividend and other rights superior to the rights of the Common Stock. The
issuance of Preferred Stock under certain circumstances could have the effect
of delaying or preventing a change in control of the combined company.

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INTRODUCTION

This Joint Proxy Statement/Prospectus is furnished in connection with the
solicitation by Avant! and by Meta of proxies to be voted, respectively, at
the Avant! Special Meeting to be held on October 29, 1996 and the Meta Special
Meeting to be held on October 29, 1996. This Joint Proxy Statement/Prospectus
is first being mailed to stockholders of Avant! and shareholders of Meta on or
about September 30, 1996.

The purpose of the Avant! Special Meeting is to consider and vote upon the
Avant! Share Issuance Proposal. The purpose of the Meta Special Meeting is to
consider and vote upon the approval of the Meta Merger Proposal. At the
Effective Time, Merger Sub will be merged with and into Meta, the separate
existence of Merger Sub will cease, all of the rights, privileges, powers,
franchises, properties, assets, liabilities and obligations of Merger Sub will
be vested in Meta and Meta will become a wholly owned subsidiary of Avant!.
See "The Proposed Merger and Related Transactions (Related to Proposals for
Both Avant! and Meta)."

THE AVANT! BOARD UNANIMOUSLY APPROVED THE MERGER AND THE TRANSACTIONS
RELATED THERETO AND HAS UNANIMOUSLY DETERMINED THAT THEY ARE FAIR TO AND IN
THE BEST INTERESTS OF AVANT! AND ITS STOCKHOLDERS. AFTER CAREFUL
CONSIDERATION, THE AVANT! BOARD UNANIMOUSLY RECOMMENDS THAT AVANT!
STOCKHOLDERS VOTE FOR THE AVANT! SHARE ISSUANCE PROPOSAL.

THE META BOARD UNANIMOUSLY APPROVED THE MERGER AND THE TRANSACTIONS RELATED
THERETO AND HAS UNANIMOUSLY DETERMINED THAT THEY ARE FAIR TO AND IN THE BEST
INTERESTS OF META AND ITS SHAREHOLDERS. AFTER CAREFUL CONSIDERATION, THE META
BOARD UNANIMOUSLY RECOMMENDS THAT META SHAREHOLDERS VOTE FOR THE META MERGER
PROPOSAL.

This Joint Proxy Statement/Prospectus also constitutes the prospectus of
Avant! under the Securities Act for the offering of Avant! Common Stock in
connection with the Merger.

VOTING AND PROXIES

DATE, TIME AND PLACE OF AVANT! SPECIAL MEETING AND META SPECIAL MEETING

The Avant! Special Meeting will be held at the principal executive offices
of Avant!, 1208 East Arques Avenue, Sunnyvale, California, on October 29,
1996, at 10:00 a.m., local time. The Meta Special Meeting will be held at the
principal executive offices of Meta, 1300 White Oaks Road, Campbell,
California on October 29, 1996, at 10:00 a.m., local time.

RECORD DATE AND OUTSTANDING SHARES

Stockholders of record of Avant! Common Stock at the close of business on
September 20, 1996 (the "Avant! Record Date") are entitled to notice of and to
vote at the Avant! Special Meeting. On the Avant! Record Date, there were
approximately 120 holders of record of Avant! Common Stock, and 16,276,087
shares of Avant! Common Stock were issued and outstanding. Each share of
Avant! Common Stock is entitled to one vote per share.

Shareholders of record of Meta Common Stock at the close of business on
September 27, 1996 (the "Meta Record Date") are entitled to notice of and to
vote at the Meta Special Meeting. On the Meta Record Date, there were
approximately 30 holders of record of Meta Common Stock, and approximately
10,195,933 shares of Meta Common Stock were issued and outstanding. Each share
of Meta Common Stock is entitled to one vote per share.

All properly executed proxies given by holders of Avant! Common Stock or
Meta Common Stock that are not revoked will be voted at the Avant! Special
Meeting or the Meta Special Meeting, as the case may be, and at

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any postponements or adjournments of either such meeting, in accordance with
the instructions contained therein. Proxies containing no instructions
regarding the proposal specified in the proxy will be voted, in the case of
the Avant! Special Meeting, in favor of the Avant! Share Issuance Proposal
and, in the case of the Meta Special Meeting, in favor of the Meta Merger
Proposal. If any other matters are properly brought before either the Avant!
Special Meeting or the Meta Special Meeting, all proxies will be voted in
accordance with the judgment of the the proxies. Either Special Meeting may be
adjourned, and additional proxies solicited, if the vote necessary to approve
a proposal has not been obtained. Any adjournment of either Special Meeting
will require the affirmative vote of the holders of at least a majority of the
shares represented, whether in person or by proxy, at such Special Meeting
(regardless of whether those shares constitute a quorum).

An Avant! stockholder or a Meta shareholder who has executed and returned a
proxy may revoke such proxy at any time before it is voted at the Avant!
Special Meeting or the Meta Special Meeting, as the case may be, by executing
and returning a proxy bearing a later date, by filing written notice of such
revocation with the Secretary of Avant! or the Secretary of Meta, as
appropriate, which states that such proxy is revoked, or by attending the
Avant! Special Meeting or the Meta Special Meeting, as the case may be, and
voting in person.

AVANT! STOCKHOLDER VOTE REQUIRED

The approval of the Avant! Share Issuance Proposal requires the affirmative
vote of a majority of the shares of Avant! Common Stock represented in person
or by proxy at the Avant! Special Meeting. The holders of a majority of the
outstanding shares of Avant! Common Stock, present in person or by proxy, will
constitute a quorum for the transaction of business at the Avant! Special
Meeting or any adjournment thereof.

Votes cast by proxy or in person at the Avant! Special Meeting will be
tabulated by the election inspectors appointed for the meeting and will
determine whether or not a quorum is present. The election inspectors will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a
vote.

META SHAREHOLDER VOTE REQUIRED

Approval of the Meta Merger Proposal requires the affirmative vote of the
holders of a majority of the outstanding shares of Meta Common Stock. Shawn M.
Hailey, Meta's President and Chief Executive Officer, and Kim L. Hailey,
Meta's Vice President of Engineering, the holders of an aggregate of 7,481,201
shares of Meta Common Stock (approximately 73.4% of the outstanding Meta
Common Stock) have agreed to vote their shares in favor of the Meta Merger
Proposal. The holders of a majority of the outstanding shares of Meta Common
Stock, present in person or by proxy, will constitute a quorum for the
transaction of business at the Meta Special Meeting or any adjournment
thereof.

Votes cast by proxy or in person at the Meta Special Meeting will be
tabulated by the election inspectors appointed for the meeting and will
determine whether or not a quorum is present. The election inspectors will
treat abstentions and broker non-votes as shares that are present and entitled
to vote for purposes of determining the presence of a quorum, and such
abstentions and broker non-votes will have the effect of a vote against the
Meta Merger Proposal.

SOLICITATION OF PROXIES; EXPENSES

Avant! and Meta will bear their respective costs of solicitation of proxies
from their respective stockholders and shareholders. Avant! will bear the cost
of printing and filing this Joint Proxy Statement/Prospectus and the
Registration Statement of which it is a part unless the Merger is not
completed for certain reasons, in which case such expenses will be divided
equally between Avant! and Meta. In addition to solicitation by mail, the
directors, officers and employees of Avant! and Meta and stockholders and
shareholders of Avant! and Meta, respectively, may solicit proxies from the
stockholders and shareholders of Avant! and Meta, respectively, by telephone,

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telegram or letter or in person for no additional compensation. Brokers,
nominees, fiduciaries and other custodians have been requested by Avant! and
Meta to forward proxy solicitation materials to the beneficial owners of
Avant! Common Stock and Meta Common Stock held of record by such custodians.
Such custodians will be reimbursed by Avant! and Meta for their expenses.

In addition, although it is not currently anticipated, Avant! may retain a
proxy solicitation firm to aid in the solicitation of proxies from its
stockholders. If such a firm or firms are retained, they would be paid
customary fees (which, in each case, are not expected to exceed $10,000) and
reimbursement for out-of-pocket expenses.

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THE PROPOSED MERGER AND RELATED TRANSACTIONS
(RELATED TO PROPOSALS FOR BOTH AVANT! AND META)

DESCRIPTION OF MERGER AND PLAN OF REORGANIZATION

GENERAL

The Plan of Reorganization provides for the merger of a newly formed, wholly
owned subsidiary of Avant! with and into Meta, with Meta to be the surviving
corporation of the Merger and thus to become a wholly owned subsidiary of
Avant!. The discussion of the Merger in this Joint Proxy Statement/Prospectus
and the description of the principal terms of the Plan of Reorganization are
subject to and qualified in their entirety by reference to the Plan of
Reorganization.

MATERIAL CONTACTS AND BOARD DELIBERATIONS

On May 9, 1996, Gerald C. Hsu, the President and Chief Executive Officer of
Avant!, and Shawn M. Hailey, the President and Chief Executive Officer of
Meta, met to explore the possibility of a strategic transaction or business
combination, and the long-term strategic possibilities of such a transaction
or combination.

At a regularly scheduled meeting on May 23, 1996, the Meta Board considered
possible strategic transactions for Meta, including a business combination
with Avant!. No action on any transaction was taken at that time, as the Meta
Board determined to study the costs and benefits of such possible transactions
further.

On May 29, 1996, Messrs. Hsu and Hailey met to continue to explore the
possibility of a business combination. On May 30, 1996, Messrs. Hsu and Hailey
continued their meeting, together with their respective legal counsel.

At a special meeting on May 31, 1996, the Meta Board discussed a possible
business combination with Avant! in greater detail. At this meeting, Special
Counsel presented a preliminary overview of the pending litigation between
Cadence and Avant!. After discussion, the Meta Board directed Special Counsel
to review the litigation further and to report to the Meta Board regarding its
review.

At the Design Automation Conference in Las Vegas, Nevada, between June 3 and
7, 1996, Messrs. Hsu and Hailey met informally to discuss Meta's progress in
evaluating a possible business combination between Avant! and Meta.

At a special meeting on June 4, 1996, the Meta Board again discussed a
possible business combination with Avant!. After consideration of many
factors, including a report from Special Counsel regarding the pending
litigation between Cadence and Avant!, the Meta Board determined not to pursue
the transaction actively.

On July 12, 1996, representatives of Meta, WA&H and Meta's legal counsel met
at Meta's offices to review the status of certain issues relating to the
previously proposed business combination.

On July 19, 1996, Y. Eric Cho, a member of the Avant! Board, and Mr. Hailey
met informally to discuss certain issues relating to the previously proposed
transaction. During the course of these discussions, the parties discussed the
material terms of the potential transaction, including timing and valuation.
The parties were unable to come to agreement on the material terms, and,
following these discussions, the parties determined not to proceed with the
potential transaction.

On August 15, 1996, Avant! announced the signing of a letter of intent
relating to the Anagram Acquisition.

At a special meeting on August 19, 1996, the Meta Board again discussed a
possible business combination with Avant!, in light of changes in the
competitive landscape following the announcement of the Anagram Acquisition
and in light of other changes in circumstances. The Meta Board considered in
detail the potential

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benefits of the proposed transaction, including: (a) the complementary nature
of Avant!'s products, which have the potential to address a growing customer
preference for bundled products incorporating broad functionality and to
reduce Meta's dependence on any individual product or product line; (b) the
expanded sales and marketing opportunities for Meta's products provided by
Avant!'s customer base and sales and distribution network, including an
increased ability to penetrate the major semiconductor manufacturer customer
base; (c) the significantly greater financial and technological resources of
the combined company and more complete IC design product offering including
physical design, verification and simulation products; and (d) the increased
risk of competition in a consolidating market if Meta were to remain an
independent company. The Meta Board also considered various risks associated
with the proposed transaction, including: (a) the possible effects of any
adverse outcome in the pending litigation between Cadence and Avant!; (b) the
loss of control over the future operations of Meta following the Merger; (c)
the risk that the benefits sought to be achieved in the Merger will not be
achieved; (d) the risk that the operations of Meta and Avant! will not be
effectively integrated or that potential synergies expected to result from the
consolidation of the operations of the companies will not occur; and (e) the
risk that the Anagram Acquisition may not occur, and/or that the operations of
Avant! and Anagram will not be effectively integrated or that potential
synergies expected to result from the consolidation of the operations of those
companies will not occur. The Meta Board also considered possible alternative
transactions, including other business combinations. A representative of WA&H
participated in this meeting and commented on the financial aspects of the
proposed transaction. At this meeting, the Meta Board formally retained WA&H
to render an opinion as to the fairness, from a financial point of view, of
the consideration to be paid to the Meta shareholders in the proposed
transaction.

Also on August 19, 1996, a confidentiality agreement between Meta and Avant!
was executed, and legal, financial, sales, marketing and product development
documents began to be exchanged on an ongoing basis between Avant! and Meta in
response to due diligence requests.

Also on August 19, 1996, Messrs. Hsu and Hailey continued their discussions.
They were joined by representatives of WA&H and their respective legal counsel
and other Meta and Avant! personnel. At this meeting, Messrs. Hsu and Hailey
discussed a purchase price of $160 million worth of Avant!'s Common Stock
valued at the August 19, 1996 closing price, in exchange for all outstanding
shares of Meta Common Stock and all Meta Stock Options and subscription rights
and committed to discuss this valuation with their respective Boards of
Directors. Following this meeting, attorneys with Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP ("Gunderson Dettmer"), outside counsel to
Avant!, began preparation of definitive documentation for the proposed
transaction.

From August 19, 1996 to August 22, 1996, management of Avant! and Meta,
together with representatives from Gunderson Dettmer, Venture Law Group, A
Professional Corporation ("VLG"), outside counsel to Meta, and WA&H, completed
a financial and operational due diligence review, and continued discussions to
review and resolve outstanding legal and financial issues.

On August 21, 1996, the Avant! Board discussed the financial terms and
conditions of the proposed merger and approved the overall financial terms of
the transaction and continuation of negotiations with representatives of Meta.

At a special meeting on August 21, 1996, the Meta Board considered the
proposed terms of the transaction in greater detail, including the premium to
be paid in the transaction and recent performance of the Meta Common Stock and
the Avant! Common Stock.

On August 22, 1996, there was a telephonic special meeting of the Avant!
Board to approve the Plan of Reorganization and the related transactions.
Representatives of Gunderson Dettmer advised the Avant! Board of the final
terms of the Plan of Reorganization. After considering the terms of the
proposed transaction, the Avant! Board determined that the Plan of
Reorganization was fair to Avant! stockholders and that the proposed Merger
was in the best interests of Avant! and its stockholders. The Avant! Board
then unanimously adopted the Plan of Reorganization and the Merger
contemplated thereby. Following approval by the Avant! Board, Avant! executed
and delivered the Plan of Reorganization to Meta.

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On August 22, 1996, there was a regularly scheduled meeting of the Meta
Board. At this meeting, the final terms of the Plan of Reorganization were
reviewed for the Meta Board by a representative of VLG. WA&H informed the Meta
Board that, in its opinion and based upon the information then available, the
Merger Exchange Ratio contemplated by the Plan of Reorganization was at that
date fair from a financial point of view to the holders of Meta Common Stock,
and responded to various questions raised by members of the Meta Board
regarding such opinion. Special Counsel provided an update to the Meta Board
on the status of the pending litigation between Cadence and Avant!. After
considering the terms of the proposed transaction, the opinion of WA&H and the
report of Special Counsel, as well as other relevant matters, the Meta Board
determined that the Merger Exchange Ratio was fair to Meta's shareholders and
that the proposed Merger was in the best interests of Meta and its
shareholders. The Meta Board then unanimously adopted and approved the Plan of
Reorganization and the Merger contemplated thereby. Following approval by the
Meta Board, Meta executed and delivered the Plan of Reorganization to
Avant!.

A joint press release announcing execution of the Plan of Reorganization and
the terms of the Merger was issued in the afternoon of August 22, 1996.

REASONS FOR THE MERGER

Avant!'s Reasons for the Merger. The Avant! Board believes that the Merger
will be potentially beneficial in several respects. In reaching its
determination to recommend approval of the Merger and related transactions,
the Avant! Board considered a number of factors, including, but not limited
to, the following:

. The Merger will expand Avant!'s software product offerings into
simulation and library generation software products for use in IC
design.

. Avant! believes that the management team of the combined company will
have greater depth and experience than that of Avant! alone.

. A larger combined customer base and complementary distribution channels
will provide leverage for expanded sales and marketing opportunities for
the combined company.

In the course of its deliberations, the Avant! Board reviewed and considered
the terms and conditions of the Plan of Reorganization and the presentations
by Avant's executive officers. The Avant! Board also considered, among other
matters: (a) information concerning Avant!'s and Meta's respective businesses,
prospects, financial performance and condition, operations, technology,
management and competitive position; (b) the financial condition, results of
operations and businesses of Avant! and Meta before and after giving effect to
the Merger; (c) current financial market conditions and historical market
prices, volatility and trading information with respect to Avant! Common Stock
and Meta Common Stock; (d) the consideration to be received by Meta
shareholders in the Merger and the relationship between the market value of
Avant! Common Stock to be issued in exchange for each share of Meta Common
Stock and each Meta Stock Option and Avant!'s per share reported earnings,
earnings before interest and taxes and certain other measures; (e) a
comparison of selected recent acquisition and merger transactions involving
high-technology companies; (f) the belief that the terms of the Plan of
Reorganization, including the parties' respective representations, warranties
and covenants, and the conditions to their respective obligations, are
reasonable; (g) the ability of Avant! to devote management time and energy to
the integration and assimilation of Meta's business and organization should
the Merger be consummated; (h) the fact that the Merger

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is expected to be accounted for as a pooling of interests and that no goodwill
is expected to be created on the financial statements of Avant! as a result
thereof; (i) the impact of the Merger on Avant!'s customers, including the
potential loss of revenue that might result due to uncertainty among customers
caused by the Merger; and (j) reports from management, accounting advisors and
legal advisors as to the results of their due diligence investigation of Meta.
The Avant! Board also considered a number of potentially negative factors in
its deliberations concerning the Merger, including, but not limited to, (a)
the adverse effects on the operating results of the combined company due to
the expenses expected to be incurred, primarily in the fourth quarter of 1996,
in connection with the Merger, including costs of integrating the businesses
of Meta and Avant! and transaction expenses arising from the Merger; (b) the
risk that benefits sought to be achieved in the Merger will not be realized,
which may have a material adverse effect on the combined company's business,
operating results and financial condition; and (c) the risk that the
operations of Avant! and Meta will not be effectively integrated or that
potential synergies expected to result from the consolidation of the
operations of the companies will not occur.

In view of the wide variety of factors considered by the Avant! Board, the
Avant! Board did not find it practicable to quantify or otherwise assign
relative weights to the specific factors considered in approving the Plan of
Reorganization and Merger. However, after taking into account all of the
factors set forth above, the Avant! Board determined that the Plan of
Reorganization and the Merger were in the best interests of Avant! and its
stockholders and that Avant! should enter into the Plan of Reorganization and
complete the Merger.

Meta's Reasons for the Merger. The Meta Board believes that the Merger will
be potentially beneficial in several respects. In reaching its determination
to recommend approval of the Merger and related transactions, the Meta Board
considered a number of factors, including, but not limited to, the following:

. Avant!'s customer base and sales and distribution network offer expanded
sales and marketing opportunities for Meta's products. Meta believes
that the broader product offering of the combined company may facilitate
adoption of Meta's products by major semiconductor manufacturers, a
customer base that Meta has not fully penetrated to date.

In the course of its deliberations during meetings held on May 23, 1996, May
31, 1996, June 4, 1996, August 19, 1996, August 21, 1996 and August 22, 1996,
and in numerous telephone conferences, the Meta Board reviewed with Meta's
management a number of additional factors relevant to the Merger, including
the strategic overview and prospects for Meta, its products and its finances.
The Meta Board considered in particular recent delays experienced in the
market introduction of certain Meta products under development, the uncertain
market response to functionality incorporated in recently released products,
and the net outflow of personnel experienced in recent months, all of which
have the potential to materially and adversely impact Meta's business,
financial condition and results of operations. The Meta Board also considered,
among other matters: (a) information concerning Avant!'s and Meta's respective
businesses, prospects, financial performance and condition, operations,
technology, management and competitive position (in general and specifically
in light of the Anagram Acquisition); (b) the businesses, financial condition
and results of operations of Avant! and Meta before and after

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giving effect to the Merger; (c) current financial market conditions and
historical market prices, volatility and trading information with respect to
Avant! Common Stock and Meta Common Stock; (d) the consideration to be
received by Meta shareholders in the Merger, and the fact that the market
value of Avant! Common Stock to be issued in exchange for each share of Meta
Common Stock represented a premium of approximately 19% over the closing sales
price of $10.75 per share of Meta Common Stock on August 21, 1996, the last
trading day prior to the date of announcement of the Merger; (e) a comparison
of selected recent acquisition and merger transactions, and other transactions
reflecting a consolidation in the industry, including the Anagram Acquisition;
(f) the belief that the terms of the Plan of Reorganization, including the
parties' respective representations, warranties and covenants, and the
conditions to their respective obligations to complete the Merger are
reasonable; (g) the ability of Meta to terminate the Plan of Reorganization in
the event of a material adverse change in the business, financial condition,
results of operations or prospects of Avant! and the failure of Avant! to
propose a reasonably acceptable plan to mitigate the effect of such material
adverse change within 20 business days following written notice to Avant! of
Meta's intent to terminate; (h) the fact that the Merger is expected to be
accounted for as a pooling of interests and that no goodwill is expected to be
created on the financial statements of Avant! as a result thereof and is
intended to be a tax-free reorganization for federal income tax purposes; (i)
a financial presentation by WA&H, including the written opinion of WA&H
rendered at the August 22, 1996 meeting of the Meta Board that, as of such
date, the Merger Exchange Ratio was fair to Meta shareholders from a financial
point of view; (j) the impact of the Merger upon Meta's customers and
employees; and (k) reports from management and financial advisors and legal
advisors as to the results of their due diligence investigation of Avant!,
including the report of Meta's Special Counsel regarding the pending
litigation between Avant! and Cadence.

The Meta Board also considered a number of potentially negative factors in
its deliberations concerning the Merger, including, but not limited to: (a)
the possible effects of any adverse outcome in the pending litigation between
Cadence and Avant!; (b) the loss of control over the future operations of Meta
following the Merger; (c) the risk that the benefits sought to be achieved in
the Merger will not be realized; (d) the risk that the operations of Meta and
Avant! will not be effectively integrated or that potential synergies expected
to result from the consolidation of their operations will not occur; (e) the
risk that the Anagram Acquisition may not occur, and/or that the operations of
Avant! and Anagram will not be effectively integrated or that potential
synergies expected to result from the consolidation of the operations of the
companies will not occur; and (f) the other risks described above under "Risk
Factors." The Meta Board also discussed with management the prospects for
combinations with companies other than Avant! and whether the benefits
described above could be achieved through any such combination, as well as the
risks and benefits of a stand-alone strategy.

In view of the wide variety of factors considered, the Meta Board did not
find it practicable to quantify or otherwise assign relative weights to the
specific factors considered. After taking into account all of the factors set
forth above, however, the Meta Board determined that the Plan of
Reorganization and Merger were in the best interests of Meta and its
shareholders and that Meta should enter into the Plan of Reorganization and
complete the Merger.

OPINIONS OF FINANCIAL ADVISORS

Opinion of Financial Advisor to Avant!. Avant! retained Morgan Stanley to
render a financial opinion to the Avant! Board in connection with the Merger.
Morgan Stanley was selected by the Avant! Board to provide such services based
on Morgan Stanley's qualifications, expertise and reputation, as well as
Morgan Stanley's investment banking relationship and familiarity with Avant!.

On September 9, 1996, Morgan Stanley rendered its written opinion to the
Avant! Board that, as of such date, based upon and subject to the various
considerations set forth in the opinion, the consideration to be paid to the
holders of Meta Common Stock pursuant to the Plan of Reorganization was fair
from a financial point of view to Avant!.

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The full text of the Morgan Stanley Opinion, which sets forth, among other
things, assumptions made, procedures followed, matters considered and
limitations on the review undertaken, is attached as Appendix B to this Joint
Proxy Statement/Prospectus. Morgan Stanley's opinion is directed to the Avant!
Board and the fairness of the consideration to be paid to the holders of Meta
Common Stock from a financial point of view and does not constitute a
recommendation to any holder of Avant! or Meta Common Stock as to how to vote
at the Avant! Special Meeting or the Meta Special Meeting. The summary of the
Morgan Stanley Opinion set forth herein is qualified in its entirety by
reference to the full text of such opinion. The Avant! stockholders are urged
to read the Morgan Stanley Opinion in its entirety.

In rendering its opinion, Morgan Stanley, among other things: (a) reviewed
certain publicly available financial statements and other information of Meta
and Avant!; (b) reviewed certain internal financial statements and other
financial and operating data concerning Meta and Avant! prepared by the
managements of Meta and Avant!, respectively; (c) analyzed certain financial
projections prepared by the management of Meta; (d) analyzed certain financial
projections prepared by the management of Avant!; (e) reviewed and discussed
with Avant!'s management Avant!'s estimate of the cost savings and other
synergies that may be achieved in the Merger; (f) discussed the past and
current operations and financial condition and the prospects of Meta with
senior executives of Meta; (g) discussed the past and current operations and
financial condition and the prospects of Avant! with senior executives of
Avant!; (h) analyzed the pro forma impact of the Merger on Avant!'s earnings
per share and consolidated capitalization and financial ratios; (i) reviewed
the reported prices and trading activity for Avant! Common Stock and Meta
Common Stock; (j) compared the financial performance of Avant! and Meta and
the prices and trading activity of Avant! Common Stock and Meta Common Stock
with that of certain other comparable publicly-traded companies and their
securities; (k) reviewed the financial terms, to the extent publicly
available, of certain comparable acquisition transactions; (l) reviewed the
Plan of Reorganization and certain related documents; and (m) considered such
other factors as Morgan Stanley deemed appropriate.

In rendering its opinion, Morgan Stanley assumed and relied upon, without
independent verification, the accuracy and completeness of the information
reviewed by it for purposes of rendering its opinion. With respect to the
financial projections, Morgan Stanley assumed that they were reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the future financial performance of Meta and Avant!. Morgan
Stanley also relied upon, without independent verification, the estimate of
Avant!'s management of the cost savings and other synergies that may be
achieved if the Merger is consummated. Morgan Stanley also relied upon,
without independent verification, Avant!'s management's assessment of the
validity of, and the risks associated with, Meta's products and technology.
Morgan Stanley did not make any independent valuation or appraisal of the
assets or liabilities of Avant! or Meta, nor was it furnished with any such
appraisals. Morgan Stanley assumed that the Merger will be accounted for as a
"pooling-of-interests" business combination in accordance with U.S. generally
accepted accounting principles and will be consummated in accordance with the
terms set forth in the Plan of Reorganization. The Morgan Stanley Opinion
stated that it is necessarily based on economic, market and other conditions
as in effect on, and the information made available to Morgan Stanley as of,
the date of such opinion.

The following is a brief summary of certain financial analyses performed by
Morgan Stanley in connection with the Morgan Stanley Opinion:

Comparative Stock Price Performance. As part of its analysis, Morgan Stanley
reviewed the recent stock market performance of Meta Common Stock and Avant!
Common Stock and compared such performance to that of a group of software
companies: Cadence, Synopsys, Mentor, Cooper & Chyan Technology ("CCT"),
Viewlogic and EPIC (the "Design Software Comparables"). Morgan Stanley
observed that over the period January 1, 1996 to September 6, 1996, Meta
underperformed the Design Software Comparables index by 24.6% and Avant!
outperformed the Design Software Comparables index by 61.2%.

Exchange Ratio Analysis. Morgan Stanley reviewed the ratios of the prices of
Meta Common Stock to Avant! Common Stock over various periods ending September
6, 1996, and computed the premium over these

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ratios represented by the Merger Exchange Ratio. The average of the ratios of
closing stock prices of Meta Common Stock and Avant! Common Stock for the
various periods ending September 6, 1996 were 0.719 since November 8, 1995;
0.641 for the previous 90 days; 0.536 for the previous 60 days; 0.413 for the
previous 30 days; 0.417 for the previous 10 days; and 0.424 for September 6,
1996. Morgan Stanley observed that the Merger Exchange Ratio represented a
discount of 39.5%, 32.2% and 18.8% and a premium of 5.4%, 4.4% and 2.6%,
respectively, over the aforementioned ratios of the prices of Meta Common
Stock and Avant! Common Stock.

Peer Group Comparison. Morgan Stanley compared certain financial information
of Meta with the Design Software Comparables. Such financial information
included, among other things, market valuation, market value as a multiple of
earnings and market value as a multiple of earnings taken as a multiple of the
projected EPS growth rate. In particular, such analysis showed that as of
September 6, 1996, based on representative research analysts for Avant! and
Meta, Avant! and Meta traded at 42.8 and 23.6 times forecasted earnings for
the fiscal year 1996, respectively, and 31.2 and 19.0 times forecast earnings
for the fiscal year 1997, respectively, compared to a median of 29.7 times
calendar year 1996 earnings and 22.8 times calendar year 1997 earnings for the
Design Software Comparables. In addition, Morgan Stanley observed that Avant!
and Meta traded at market values to 1997 earnings multiples taken as a
multiple of the five year projected EPS growth of 0.73 and 0.54 times,
respectively, compared to a median of 0.67 for the Design Software
Comparables.

No company utilized as a comparison in the peer group analysis is identical
to Meta or Avant!. In evaluating the Design Software Comparables, Morgan
Stanley made judgments and assumptions with regard to industry performance,
general business, economic, market and financial conditions and other matters,
many of which are beyond the control of Meta or Avant!, such as the impact of
competition on Meta or Avant! and the industry generally, industry growth and
the absence of any adverse material change in the financial condition and
prospects of Meta or Avant! or the industry or the financial markets in
general.

Contribution Analysis. Morgan Stanley analyzed the pro forma contribution of
each of Meta and Avant! to the combined company if the Merger were to be
consummated. Such analysis was based on financial data for Meta and for Avant!
based on research and respective management estimates. Such analysis showed
that, on average for the years 1996 and 1997 (fiscal years ending December for
Avant! and Meta), Meta would contribute approximately 33.3%, 33.0%, 29.1% and
27.8% of the revenues, gross profit, operating profit and net income of the
combined company, respectively. Morgan Stanley observed that the
aforementioned contribution percentages implied exchange ratios of 0.864,
0.855, 0.728 and 0.703, respectively, as compared to the Merger Exchange Ratio
of 0.435.

Analysis of Selected Precedent Transactions. Morgan Stanley examined
selected precedent merger and acquisition transactions involving software
companies. Such analysis resulted in a median of 38.2 times projected net
income, a 39.5% premium over the stock price one month prior to announcement
of the transaction, and a 26.1% premium over the stock price one day prior to
announcement of the transaction.

No transaction utilized as a comparison in the comparable transaction
analysis is identical to the Merger. In evaluating the precedent transactions,
Morgan Stanley made judgments and assumptions with regard to industry
performance, general business, economic, market and financial conditions and
other matters, many of which are beyond the control of Meta and Avant!, such
as the impact of competition on Meta and Avant! and the industry generally,
industry growth and the absence of any adverse material change in the
financial condition and prospects of Meta or Avant! or the industry or the
financial markets in general. Mathematical analysis (such as determining the
average or median) is not in itself a meaningful method of using comparable
transaction data.

Discounted Equity Value. Morgan Stanley performed an analysis of the present
value per share of Avant! and Meta's respective future trading prices based on
a range of earnings per share estimates for Avant! and Meta for calendar years
1998 and 1999, illustrative multiples of earnings per share ranging from 30.0
times to 35.0 times next calendar year's earnings per share for Avant! and
16.0 times to 20.0 times next calendar year's earnings per share for Meta, and
illustrative discount rates ranging from 15.0% to 25.0% based on Morgan
Stanley estimates of the theoretical return required by shareholders to hold
shares Avant! and Meta, respectively.

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Based on this analysis, Morgan Stanley estimated a present value of the
potential future trading price per share ranging from $38.00 to $44.00 for the
Avant! Common Stock and $12.50 to $16.00 for the Meta Common Stock.
Additionally, Morgan Stanley compared the present value per share of Avant! to
the pro forma present value per share assuming consummation of the Merger.
This analysis showed values ranging from $36.76 to $41.91 for Avant! on a
stand-alone basis based on Avant!'s current multiple of next calendar year's
earnings per share of 31.2 times and an illustrative discount rate of 25.0%
and values ranging from $36.18 to $46.56 for Avant! assuming consummation of
the Merger based on a range of multiples of next calendar year's earnings per
share 27.5 times (the combined company's current weighted average multiple of
the next calendar year's earnings per share) to 31.2 times (Avant!'s current
multiple of next calendar year's earnings per share) and an illustrative
discount rate of 25.0%.

Pro Forma Analysis of the Merger. Morgan Stanley analyzed certain pro forma
effects of the Merger on the earnings and capitalization of the combined
company. These analyses were based on certain forecasts provided by both
Avant! and Meta management as well as research estimates regarding the
financial performance of Meta and Avant!, respectively. Based on such
analyses, Morgan Stanley observed that, based on the Merger Exchange Ratio and
assuming that the Merger was treated as a pooling of interests for accounting
purposes, the Merger would result in an increase in Avant!'s earnings per
share in fiscal years 1996 and 1997.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to a partial analysis or summary description. In
arriving at its opinion, Morgan Stanley considered the results of all of its
analysis as a whole and did not attribute any particular weight to any
particular analysis or factor considered by it. Furthermore, selecting any
portion of Morgan Stanley's analyses, without considering all analyses, would
create an incomplete view of the process underlying its opinion. In addition,
Morgan Stanley may have deemed various assumptions more or less probable than
other assumptions, so that the ranges of valuations resulting for any
particular analysis described above should not be taken to be Morgan Stanley's
view of the actual value of Meta or Avant!.

In performing its analyses, Morgan Stanley made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of Meta or Avant!. The
analyses performed by Morgan Stanley are not necessarily indicative of actual
values, which may be significantly more or less favorable than suggested by
such analyses. Such analyses were prepared solely as a part of the Morgan
Stanley Opinion. The analyses do not purport to be appraisals or to reflect
the prices at which Meta or Avant! might actually be sold. Because such
estimates are inherently subject to uncertainty, none of Meta, Avant! or
Morgan Stanley or any other person assumes responsibility for their accuracy.

Avant! retained Morgan Stanley based upon its experience and expertise.
Morgan Stanley is an internationally recognized investment banking and
advisory firm. Morgan Stanley, as part of its investment banking business, is
regularly engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings,
competitive biddings, secondary distribution of listed and unlisted
securities, private placements and valuations for corporate and other
purposes. Morgan Stanley makes a market in Avant! Common Stock and may
continue to provide investment banking services to Avant! in the future. In
the course of its market-making and other trading activities, Morgan Stanley
may, from time to time, have a long or short position in, and buy and sell,
securities of Avant! and Meta. Morgan Stanley and its affiliates have provided
financial advisory and financing services to Avant! and have received
customary fees in connection with these services.

Avant! has agreed to pay Morgan Stanley a fee of $500,000 for the rendering
of the Morgan Stanley Opinion in connection with the transaction. Avant! also
has agreed to reimburse Morgan Stanley for its out-of-pocket expenses and to
indemnify Morgan Stanley and its affiliates, their respective directors,
officers, agents and employees and each person, if any, controlling Morgan
Stanley, or any of its affiliates, against certain liabilities, including
liabilities under federal securities laws, and expenses related to Morgan
Stanley's engagement.

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Opinion of Financial Advisor to Meta. WA&H was retained, pursuant to an
engagement letter dated August 19, 1996 (the "WA&H Engagement Letter"), to
furnish an opinion as to the fairness, from a financial point of view, to Meta
and the Meta shareholders of the consideration to be paid in the Merger. The
amount of consideration to be paid to Meta shareholders in the Merger was
determined through negotiations between Meta management and Avant! management
and not by WA&H.

On August 22, 1996, WA&H rendered its opinion to the Meta Board of Directors
that, as of such date and based on the procedures followed, factors considered
and assumptions made by WA&H and certain other limitations, all as set forth
therein, the consideration proposed to be paid to the holders of Meta Common
Stock upon completion of the Merger was fair from a financial point of view. A
copy of the WA&H Opinion is attached as Appendix C to this Joint Proxy
Statement/Prospectus. Meta shareholders are urged to read the WA&H Opinion in
its entirety. The summary of the opinion set forth herein is qualified in its
entirety by reference to the full text of the WA&H Opinion.

The WA&H Opinion applies only to the fairness, from a financial point of
view, of the consideration to be paid to the Meta shareholders as provided by
the terms of the Plan of Reorganization and should not be understood to be a
recommendation by WA&H to vote in favor of any matter presented in this Joint
Proxy Statement/Prospectus. Meta shareholders should note that the opinion
expressed by WA&H was provided solely for the information of the Meta Board in
its evaluation of the Merger and was not prepared on behalf of, and was not
intended to confer rights or remedies upon, Avant!, Meta or any shareholder of
Meta or Avant!, or any persons other than the Meta Board. The Meta Board did
not impose any limitations on the scope of the investigation of WA&H with
respect to rendering its opinion.

WA&H assumed and relied upon the accuracy and completeness of the financial,
legal, tax, operating and other information provided by Meta and Avant! and
certain other publicly available information and did not independently verify
such information. Additionally, WA&H did not consider the possible effects of
any adverse outcome of the pending litigation between Avant! and Cadence, or
any other legal or contingency matters. Further, WA&H assumed that the Merger
will be accounted for as a pooling of interests. WA&H did not perform an
independent evaluation or appraisal of any of the respective assets or
liabilities of Meta or Avant!, nor was WA&H furnished with any such
evaluations or appraisals. The WA&H Opinion is based on the conditions as they
existed and the information available to WA&H on the date of the opinion.
Events occurring after the date of the WA&H Opinion may materially affect the
assumptions used in preparing the WA&H Opinion.

In connection with its review of the Merger, and in arriving at its opinion,
WA&H has: (i) reviewed and analyzed the financial terms of the Plan of
Reorganization; (ii) reviewed and analyzed certain publicly available
financial and other data with respect to Meta and Avant! and certain other
relevant and operating data relating to Meta and Avant! made available to WA&H
from published sources and from the internal records of Meta and Avant!; (iii)
conducted discussions with members of the senior management of Meta with
respect to the business and prospects of Meta; (iv) conducted discussions with
members of the senior management of Avant! with respect to the business and
prospects of Avant!; (v) analyzed the pro forma impact of the Merger on
Avant!'s results of operations; (vi) reviewed the reported prices and trading
activity for the Avant! Common Stock and the Meta Common Stock; (vii) compared
the financial performance of Avant! and Meta and the prices of the Avant!
Common Stock and the Meta Common Stock with that of certain other comparable
publicly traded companies and their securities; and (viii) reviewed the
financial terms, to the extent publicly available, of certain comparable
merger transactions.

Based on this information, WA&H conducted such other analyses and
examinations and considered such other financial, economic and market criteria
as it deemed necessary in arriving at its opinion. The following is a summary
of the financial analyses performed by WA&H in connection with the delivery of
the WA&H Opinion and made available to the Meta Board:

Comparable Company Analysis. WA&H used a comparable company analysis to
analyze Meta's operating performance relative to a group of publicly traded
companies that WA&H deemed for purposes of its

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analysis to be comparable to Meta. In such analysis, WA&H compared the value
to be achieved by the Meta shareholders in the Merger, expressed as a multiple
of certain operating data, to the market trading values of the comparable
companies expressed as a multiple of the same operating results. WA&H compared
multiples of selected financial data for Meta with those of the following
publicly traded companies in the EDA industry: Cadence, CCT, EPIC, Mentor,
OrCAD, Synopsys and Viewlogic (collectively referred to as the "Comparable
Companies"). Although such companies were considered comparable to Meta for
the purpose of this analysis based on certain characteristics of their
respective businesses, none of such companies possessed characteristics
identical to those of Meta. WA&H calculated the following valuation multiples
based on an implied closing price of $12.83 per share of Meta Common Stock
based on the Merger Exchange Ratio and the market price of Avant! Common Stock
on August 21, 1996 (the last trading date prior to the date of the
announcement of the Merger) and, as to the Comparable Companies, on market
prices and other information available as of the same date. Multiples of
future earnings were based on projected earnings as estimated publicly by
recognized securities analysts, including those in the WA&H research
department. The mean and median for price per share as a multiple of each of
the indicated statistics for Meta as compared to those of the Comparable
Companies were as follows: (a) projected calendar year 1996 earnings per
share, 21.6x for Meta, as compared to a mean of 28.2x and a median of 28.3x
for the Comparable Companies; and (b) projected calendar year 1997 earnings
per share, 17.6x for Meta, compared to a mean of 21.5x and a median of 22.7x
for the Comparable Companies. The mean and median for market capitalization as
a multiple of each of the indicated statistics for Meta as compared to those
of the Comparable Companies were as follows: (a) latest 12 months' reported
revenue, 4.7x for Meta, compared with a mean of 5.2x and a median of 4.9x for
the Comparable Companies; and (b) annualized last quarter reported revenue,
4.5x for Meta as compared to a mean of 4.7x and a median of 4.4x for the
Comparable Companies. The mean and median ratios of stock price to projected
calendar earnings as a multiple of growth rate for Meta as compared to those
of the Comparable Companies were as follows: (a) projected calendar 1996
earnings, 72% for Meta as compared with a mean of 87% and a median of 86% for
the Comparable Companies; and (b) projected calendar 1997 earnings per share,
59% for Meta compared with a mean of 67% and a median of 68% for the
Comparable Companies.

Comparable Transactions. WA&H compared multiples of selected financial data
and other financial data relating to the Merger with multiples paid in, and
other financial data from, seven selected mergers (the "Comparable
Transactions") since 1993 of publicly traded companies in the software
industry with aggregate transaction values between $100 and $250 million. The
Comparable Transactions were selected primarily on the aggregate transaction
value of the business acquired and the target companies' involvement in the
software industry. WA&H noted that none of the target companies involved in
these transactions had a business that was directly comparable to Meta. This
analysis produced multiples of transaction value to latest 12-month reported
revenues for the Comparable Transactions ranging from 1.3x to 6.5x, with a
mean and median of 3.4x and 3.2x, respectively, compared with 5.1x for Meta.
The multiple of transaction value to latest 12-month reported net income for
the Comparable Transactions ranged from 21.2x to 54.2x, for companies with net
income, with a mean and median of 36.5x and 31.7x, respectively, compared with
28.4x for Meta. WA&H also compared the premium of the equity value per share
over the target stock price one day prior to the announcement of the
transaction. The premium of the equity value per share over the stock price of
the target one day prior to the announcement of the transaction ranged from -
5% to 38%, with a mean and a median of 18% and 17%, respectively, compared
with 19% for Meta.

Discounted Cash Flow Analysis. WA&H estimated present values of Meta using a
discounted cash flow analysis using projections of future operations based in
part on information provided by Meta's management. WA&H calculated present
values of projected operating cash flows after net changes to working capital
over the period between August 21, 1996 and December 31, 2000 using a discount
rate of 18%. WA&H calculated an approximate terminal value for Meta as of
December 31, 2000 of 10x Meta's projected calendar year 2000 operating income.
WA&H determined this multiple by analyzing the relationship between Meta's
current operating income growth rate and its current market multiple of
operating income and applying this relationship to estimated future operating
income as of calendar year 2000. The terminal value was discounted to present
value using the same discount rate as the cash flows. WA&H calculated an
implied valuation of Meta by adding

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the present value of the cash flows and the terminal value. The implied value
of Meta based on this analysis was $141 million. WA&H determined that, at the
time of the WA&H Opinion, the value of the consideration to be received by the
Meta stockholders in the Merger of approximately $150 million was greater than
the present value of Meta's cash flows under the discounted cash flow
valuation discussed above.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. WA&H
believes that its analyses must be considered as a whole and that selecting
portions of its analyses and of the factors considered by it, without
considering all factors and analyses, could create an incomplete or misleading
view of the processes underlying its opinion. In arriving at its fairness
determination, WA&H considered the results of all such analyses. In view of
the wide variety of factors considered in connection with its evaluation of
the fairness of the Merger consideration, WA&H did not find it practicable to
assign relative weights to the factors considered in reaching its opinion. No
company or transaction used in the above analysis as a comparison is identical
to Meta or Avant! or the proposed Merger. The analyses were prepared solely
for purposes of WA&H providing its opinion as to the fairness of the Merger
consideration pursuant to the Plan of Reorganization to Meta and do not
purport to be appraisals or necessarily reflect the prices at which businesses
or securities actually may be sold. Analyses based upon forecasts of future
results are not necessarily indicative of actual future results, which may be
significantly more or less favorable than suggested by such analyses. As
described above, the WA&H Opinion and presentation to the Meta Board was one
of many factors taken into consideration by the Meta Board in making its
determination to approve the Plan of Reorganization.

WA&H is a nationally recognized investment banking firm and is regularly
engaged in the valuation of businesses and securities in connection with
mergers and acquisitions, negotiated underwritings, secondary distributions of
listed and unlisted securities, private placements and valuations for
corporations. WA&H is familiar with Meta, having acted as a managing
underwriter of the initial public offering of Meta Common Stock in November
1995. Meta selected WA&H to render the fairness opinion based on WA&H's
familiarity with Meta, its knowledge of the EDA industry and its experience in
mergers and acquisitions and in securities valuation generally. WA&H is also
familiar with Avant!, having acted as a managing underwriter of the initial
public offering of Avant! Common Stock in June 1995 and Avant!'s financial
advisor in connection with its acquisition of Integrated Silicon Systems, Inc.
in November 1995.

In the ordinary course of business, WA&H acts as a market maker and broker
in the publicly traded securities of Meta and Avant! and receives customary
compensation in connection therewith, and also provides research coverage on
Meta and Avant!. In the ordinary course of business, WA&H actively trades in
the publicly traded securities of Meta and Avant! for its own account and for
the accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities which positions, on occasion, may be
material in size relative to the volume of trading activity. On the close of
trading on August 21, 1996 (the day before the execution and announcement of
the Plan of Reorganization), WA&H held positions of 1,076 shares of Avant!
Common Stock and 75,304 shares of Meta Common Stock.

Pursuant to the WA&H Engagement Letter, Meta was required to pay WA&H a non-
refundable retainer fee of $250,000 upon the execution of the WA&H Engagement
Letter and an opinion fee of $750,000 upon the rendering of the WA&H Opinion.
Meta has also agreed to reimburse WA&H for its reasonable out-of-pocket
expenses and to indemnify WA&H against certain liabilities relating to or
arising out of services performed by WA&H in connection with the transactions.
The terms of the WA&H Engagement Letter, which are customary for transactions
of this nature, were negotiated at arm's length between Meta and WA&H, and the
Meta Board was aware of such fee arrangement at the time of its approval of
the Plan of Reorganization.

CONVERSION OF META SHARES

Upon the consummation of the Merger, each outstanding share of Meta Common
Stock will automatically be converted into a fraction of share of Avant!
Common Stock, the numerator of which is 5,079,365, and the denominator of
which is equal to the sum of the aggregate number of shares of Meta Common
Stock issued and

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outstanding as of the closing of the Merger and the aggregate number of shares
of Meta Common Stock issuable upon exercise of all Meta Stock Options
outstanding as of the closing of the Merger. The Merger Exchange Ratio is
estimated to be 0.435 shares of Avant! Common Stock for each outstanding share
of Meta Common Stock and each share of Meta Common Stock issuable upon
exercise of outstanding Meta Stock Options and subscription rights, based upon
Meta Common Stock and Meta Stock Options outstanding at June 30, 1996. The
issuance of additional shares of Meta Common Stock, and options or rights to
purchase Meta Common Stock prior to the Effective Time would cause the Merger
Exchange Ratio to decrease. No fractional shares of Avant! Common Stock will
be issued in the Merger. Instead, each Meta shareholder who would otherwise be
entitled to receive a fraction of a share of Avant! Common Stock will receive
an amount of cash equal to the per share market value of Avant! Common Stock
multiplied by the fraction of a share of Avant! Common Stock to which the
shareholder would otherwise be entitled. Based upon the capitalization of Meta
and Avant! on September 30, 1996 (assuming no further exercises of outstanding
Avant! stock options), the Meta shareholders will own Avant! Common Stock
representing approximately 19.2% of the Avant! Common Stock outstanding
immediately after consummation of the Merger.

ASSUMPTION OF META OPTIONS AND SUBSCRIPTION RIGHTS

At the Effective Time, the Meta Stock Plans and each outstanding option to
purchase shares of Meta Common Stock under the Meta Stock Plans, whether
vested or unvested, will be assumed by Avant!. Each such option so assumed by
Avant! will continue to have, and be subject to, the same terms and conditions
set forth in each of the Meta Stock Plans and the documents governing the
outstanding options immediately prior to the Effective Time, except that (a)
such option will be exercisable for that number of whole shares of Avant!
Common Stock equal to the product of the number of shares of Meta Common Stock
that were issuable upon exercise of such option immediately prior to the
Effective Time multiplied by the Merger Exchange Ratio and rounded down to the
nearest whole number of shares of Avant! Common Stock and (b) the per share
exercise price for the shares of Avant! Common Stock issuable upon exercise of
such assumed option will be equal to the quotient determined by dividing the
exercise price per share of Meta Common Stock at which such option was
exercisable immediately prior to the Effective Time by the Merger Exchange
Ratio, rounded up to the nearest whole cent. Consistent with the terms of the
Meta Stock Plans and the documents governing the outstanding options under
those plans and except as set forth in the Meta disclosure schedule to the
Plan of Reorganization, the Merger will not terminate or otherwise result in
the cash-out of any of the outstanding options under such plans or accelerate
the exercisability or vesting of such options or the shares of Avant! Common
Stock which will be subject to those options solely as a result of the
consummation of the Merger and Avant!'s assumption of the options in
connection therewith. Avant! will take all necessary steps to ensure that the
options so assumed by Avant! qualify following the Effective Time as incentive
stock options as defined in Section 422 of the Code to the extent such options
qualified as incentive stock options prior to the Effective Time. Within ten
business days after the Effective Time, Avant! will issue to each person who,
immediately prior to the Effective Time was a holder of an outstanding option
under any of the Meta Stock Plans, a document in form and substance reasonably
satisfactory to Meta evidencing the foregoing assumption of such option by
Avant!. Avant! will take all corporate and other action necessary to reserve a
sufficient number of shares of Avant! Common Stock for issuance upon the
exercise of the options assumed by Avant! and upon the exercise of Meta
Purchase Rights described below.

The Meta Employee Stock Purchase Plan (the "Meta ESPP") and each outstanding
subscription to purchase shares of Meta Common Stock thereunder (a "Meta
Purchase Right") will be assumed by Avant! at the Effective Time of the
Merger. The Meta Purchase Rights so assumed by Avant! will continue to be
exercisable upon the same terms and conditions applicable to those rights
immediately prior to the Effective Time in accordance with the terms of the
Meta ESPP, except that (a) each such assumed Meta Purchase Right will be
exercisable for that number of whole shares of Avant! Common Stock equal to
the product of the number of shares of Meta Common Stock purchasable under the
Meta Purchase Right immediately prior to the Effective Time multiplied by the
Merger Exchange Ratio and rounded down to the nearest whole number of shares
of Avant! Common Stock and (b) the purchase price payable per share of Avant!
Common Stock under the assumed right will be equal to eighty-five percent
(85%) of the lower of (x) the fair market value per share of the Meta Common
Stock on the date the Meta Purchase Right was granted, divided by the Merger
Exchange Ratio and rounded up to the nearest

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whole cent and (y) the fair market value per share of Avant! Common Stock on
the date such right is exercised. Within ten business days after the Effective
Time, Avant! will issue to each person who, immediately prior to the Effective
Time, was a holder of an outstanding Meta Purchase Right, a document in form
and substance reasonably satisfactory to Meta evidencing the foregoing
assumption of such Meta Purchase Right by Avant!.

From and after the assumption by Avant! of the Meta Stock Plans and the Meta
ESPP, and the outstanding options and subscription rights thereunder, until
such time as none of the participants thereunder is subject to Section 16(b)
of the Exchange Act, Avant! will take all steps necessary to ensure that any
transaction under the Meta Stock Plans or the Meta ESPP by any such
participant will comply with Rule 16b-3 under the Exchange Act (to the extent
such plans shall have complied with Rule 16b-3 prior to the Effective Time).

As of August 31, 1996, there were outstanding, under the Meta Stock Plans,
options to purchase 1,492,090 shares of Meta Common Stock at exercise prices
ranging from $1.421 to $18.625, with a weighted average exercise price of
approximately $8.233 per share.

Avant! intends to file within ten days after the closing of the Merger a
Registration Statement on Form S-8 under the Securities Act covering the
shares of Avant! Common Stock issuable upon the exercise of Avant! Common
Stock options and purchase rights created by the assumption by Avant! of the
Meta Stock Plans and the outstanding options thereunder and the Meta ESPP and
the outstanding subscriptions thereunder.

EXCHANGE OF CERTIFICATES

Following effectiveness of the Merger, a letter of transmittal with
instructions will be mailed to each Meta shareholder for use in exchanging
Meta Common Stock certificates for Avant! Common Stock certificates. Upon
surrender of a Meta Common Stock certificate for cancellation to the exchange
agent in connection with the Merger, Harris Trust Company of California,
Avant!'s transfer agent, or to such other agent or agents as may be appointed
by Avant!, together with such letter of transmittal, duly completed and
validly executed in accordance with the instructions thereto, the holder of
such certificate will be entitled to receive in exchange therefor a
certificate representing the number of whole shares of Avant! Common Stock
equal to a fraction of share of Avant! Common Stock, the numerator of which is
5,079,365, and the denominator of which is equal to the sum of the aggregate
number of shares of Meta Common Stock issued and outstanding as of the closing
of the Merger and the aggregate number of shares of Meta Stock Options
outstanding as of the closing of the Merger, multiplied by the number of
shares subject to the Meta Common Stock certificate being exchanged. No
fraction of a share of Avant! Common Stock will be issued, but in lieu thereof
each holder of shares of Meta Common Stock who would otherwise be entitled to
a fraction of a share of Avant! Common Stock (after aggregating all fractional
shares of Avant! Common Stock to be received by such holder) will receive from
Avant! an amount of cash (rounded to the nearest whole cent) equal to the
product of (a) such fraction, multiplied by (b) the average last sale price of
a share of Avant! Common Stock for ten consecutive trading days ending on the
trading day immediately prior to the Effective Time as reported on The Nasdaq
National Market.

Following the Merger, each outstanding Meta Common Stock certificate will be
deemed for all corporate purposes, other than the payment of dividends, to
evidence the ownership of the number of full shares of Avant! Common Stock
into which such shares of Meta Common Stock shall have been so converted as a
result of the Merger and the right to receive an amount in cash in lieu of the
issuance of any fractional shares. No dividends or other distributions in
respect of Avant! Common Stock with a record date after the Effective Time
will be paid to the holder of any unsurrendered Meta Common Stock certificate
with respect to the shares of Avant! Common Stock represented thereby until
the holder of record of such certificate surrenders such certificate. Subject
to applicable law, following surrender of any such certificate, there will be
paid to the record holder of the certificates representing whole shares of
Avant! Common Stock issued in exchange therefor, without interest, at the time
of such surrender, the amount of any such dividends or other distributions
with a record date after the Effective Time of the Merger theretofore payable
with respect to such shares of Avant! Common Stock.

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If any certificate for shares of Avant! Common Stock is to be issued in a
name other than that in which the Meta Common Stock certificate surrendered in
exchange therefor is registered, it will be a condition of the issuance
thereof that the Meta Common Stock certificate so surrendered be properly
endorsed and otherwise in proper form for transfer and that the person
requesting such exchange will have paid to Avant! or any agent designated by
it any transfer or other taxes required by reason of the issuance of a
certificate for shares of Avant! Common Stock in any name other than that of
the registered holder of the Meta Common Stock certificate surrendered, or
established to the satisfaction of Avant! or any agent designated by it that
such tax has been paid or is not payable.

HOLDERS OF META COMMON STOCK CERTIFICATES SHOULD NOT SUBMIT THEIR CERTIFICATES
FOR EXCHANGE UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL AND
INSTRUCTIONS REFERRED TO ABOVE.

OPERATIONS FOLLOWING THE MERGER; MANAGEMENT OF COMBINED COMPANY

Upon consummation of the Merger, Meta will operate as a wholly owned
subsidiary of Avant!. If the Merger is approved, the Avant! Board intends to
appoint Shawn M. Hailey, the President and Chief Executive Officer of Meta, to
the Avant! Board to fill the vacancy created by the resignation of Robert C.
Kagle from the Avant! Board, which resignation is contingent upon the closing
of the Merger. The Avant! Board would then, in accordance with the Plan of
Reorganization, consist of Gerald C. Hsu, Y. Eric Cho, Tench Coxe and Tatsuya
Enomoto, all of whom are current members of the Avant! Board, and Mr. Hailey,
with Mr. Hsu continuing to serve as Chairman of the Board, President and Chief
Executive Officer. In addition, if the Merger is approved, the Avant! Board
also intends to appoint Kim L. Hailey, the Vice President of Engineering of
Meta, as the Vice President, Process Environment Division of Avant!.

REPRESENTATIONS AND WARRANTIES AND COVENANTS

The Plan of Reorganization contains various representations and warranties
of the parties, including representations by Avant!, Meta and Merger Sub as to
their organization and capitalization, their authority to enter into the Plan
of Reorganization and to complete the transactions contemplated thereby, the
existence of certain liabilities, the absence of certain material undisclosed
liabilities and changes in their businesses, the status of their respective
filings with the SEC, the status of their intellectual property rights, and
other matters relating to their respective operations. Such representations
and warranties will not survive consummation of the Merger.

Under the terms of the Plan of Reorganization, and for the period from the
date of the Plan of Reorganization and continuing until the earlier of the
termination of the Plan of Reorganization or the Effective Time, each of Meta
and Avant! has agreed (except to the extent expressly contemplated by the Plan
of Reorganization or the Disclosure Schedules or as consented to in writing by
the other), to carry on its and its subsidiaries' business in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted, to pay, and to cause its subsidiaries to pay, debts and taxes when
due subject (i) to good faith disputes over such debts or taxes and (ii) in
the case of taxes of Meta or any of its subsidiaries, to Avant!'s review of
material tax returns prior to filing, if applicable; to pay or perform other
obligations when due; to use all reasonable efforts, consistent with past
practice and policies, to preserve intact its and its subsidiaries' present
business organizations; to use commercially reasonable efforts consistent with
past practice to keep available the services of its and its subsidiaries'
present officers and key employees (provided, however, that the failure to
retain the services of its or its subsidiaries' present officers and key
employees (after taking such reasonable efforts) will not constitute a breach
of such agreement); and to use commercially reasonable efforts consistent with
past practice to preserve its and its subsidiaries' relationships with
customers, suppliers, distributors, licensors, licensees, and others having
business dealings with it or its subsidiaries, to the end that its and its
subsidiaries' goodwill and ongoing businesses will be unimpaired at the
Effective Time. Each of Avant! and Meta has agreed to promptly notify the
other of any event or occurrence not in the ordinary course of its or its
subsidiaries' business, and of any event which could have an effect that is
materially adverse to its or its subsidiaries' (taken as a whole) condition
(financial or otherwise), properties, assets (including intangible assets),

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liabilities, business, prospects, operations or results of operations. In
addition, each of Meta and Avant! has agreed that it will not do, cause or
permit any of the following, or allow, cause or permit any of its subsidiaries
to do, cause or permit any of the following, without the prior written consent
of the other: (a) accelerate, amend or change the period of exercisability or
vesting of options or other rights granted under its stock option agreements
or stock plans or authorize cash payments in exchange for any options or other
rights granted under any of such agreements or plans, except as may be
required by the terms of such agreements or plans or any related agreements
then in effect and except as disclosed in the Disclosure Schedules; or issue
or grant shares of its Common Stock or options to acquire its Common Stock in
a manner materially inconsistent with historical practices; (b) take any
action that, to the knowledge of Avant! or Meta, would interfere with Avant!'s
ability to account for the Merger as a pooling of interests; or (c) take, or
agree in writing or otherwise to take, any of the actions described in (a) or
(b) above, or any action which would make any of its representations or
warranties contained in the Plan of Reorganization untrue or incorrect in any
material respect or prevent it from performing or cause it not to perform its
covenants thereunder in any material respect.

Moreover, under the terms of the Plan of Reorganization, Meta has agreed
that, during the period from the date of the Plan of Reorganization and
continuing until the earlier of the termination of the Plan of Reorganization
or the Effective Time, except as expressly contemplated by the Plan of
Reorganization or the Meta Disclosure Schedule, it will not do, cause or
permit any of the following, or allow, cause or permit any of its subsidiaries
to do, cause or permit any of the following, without the prior written consent
of Avant!, which consent will not be unreasonably withheld or delayed: (a)
enter into any material contract or commitment, or violate, amend or otherwise
modify or waive any of the material terms of any of its material contracts,
other than in the ordinary course of business consistent with past practice;
(b) transfer to any person or entity any rights to its intellectual property
other than in the ordinary course of business consistent with past practice;
(c) enter into or amend any agreements pursuant to which any other party is
granted exclusive marketing or other exclusive rights of any type or scope
with respect to any of its products or technology; (d) incur any indebtedness
for borrowed money or guarantee any such indebtedness or issue or sell any
debt securities or guarantee any debt securities of others, other than in the
ordinary course of business and consistent with past practice, which in the
aggregate do not exceed $50,000; (e) enter into any operating lease in excess
of $150,000; (f) pay, discharge or satisfy in an amount in excess of $50,000
in any one case or $250,000 in the aggregate, any claim, liability or
obligation (absolute, accrued, asserted or unasserted, contingent or
otherwise) arising other than in the ordinary course of business, other than
the payment, discharge or satisfaction of liabilities reflected or reserved
against in Meta's financial statements; (g) make any capital expenditures,
capital additions or capital improvements except in the ordinary course of
business and consistent with past practice; (h) materially reduce the amount
of any material insurance coverage provided by existing insurance policies;
(i) adopt or amend any employee benefit or stock purchase or option plan, or
hire any new director level or officer level employee without prior
consultation with Avant!, pay any special bonus or special remuneration to any
employee or director, or increase the salaries or wage rates of its employees,
except in the ordinary course of business and consistent with past practices
or as previously disclosed to Avant!; (j) grant any severance or termination
pay (i) to any director or officer or (ii) to any other employee except (A)
payments made pursuant to standard written agreements outstanding on the date
hereof or (B) grants which are made in the ordinary course of business in
accordance with its standard past practice; (k) cause or permit any amendments
to its Articles of Incorporation or Bylaws or similar organizational
documents; (l) issue, deliver or sell or authorize or propose the issuance,
delivery or sale of, or purchase or propose the purchase of, any shares of its
capital stock or securities convertible into, or subscriptions (including
subscription rights under the Meta ESPP), rights, warrants or options to
acquire, or other agreements or commitments of any character obligating it to
issue any such shares or other convertible securities, other than the issuance
of shares of its Common Stock pursuant to the exercise of stock options,
warrants or other rights therefore outstanding as of the date of the Plan of
Reorganization; provided, however, that Meta may, in the ordinary course of
business consistent with past practice, grant options for the purchase of Meta
Common Stock under the Meta Stock Plans; (m) declare or pay any dividends on
or make any other distributions (whether in cash, stock or property) in
respect of any of its capital stock, or split, combine or reclassify any of
its capital stock or issue or authorize the issuance of any other securities
in respect of, in lieu of or in substitution for shares of its capital stock,
or repurchase or otherwise acquire, directly or indirectly, any shares of its
capital stock except

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from former employees, directors and consultants in accordance with agreements
providing for the repurchase of shares in connection with any termination of
service to it or its subsidiaries; (n) sell, lease, license or otherwise
dispose of or encumber any of its properties or assets which are material,
individually or in the aggregate, to its and its subsidiaries' business, taken
as a whole, except in the ordinary course of business consistent with past
practice; (o) commence a lawsuit other than (i) for the routine collections of
bills, (ii) in such case where it in good faith determines that failure to
commence suit would result in the material impairment of a valuable aspect of
its business, provided that it consults with the other party prior to the
filing of such a suit, or (iii) for a breach of the Plan of Reorganization;
(p) acquire or agree to acquire by merging or consolidating with, or by
purchasing a substantial portion of the assets of, or by any other manner, any
business or any corporation, partnership, association or other business
organization or division thereof, or otherwise acquire or agree to acquire any
assets which are material, individually or in the aggregate, to its and its
subsidiaries' business, taken as a whole; (q) other than in the ordinary
course of business, make or change any material election in respect of taxes,
except where such change or election would not have a material adverse effect
on such party and its subsidiaries, taken as a whole, adopt or change any
accounting method in respect of taxes, file any material tax return or any
amendment to a material tax return, enter into any closing agreement, settle
any claim or assessment in respect of taxes or consent to any extension or
waiver of the limitation period applicable to any claim or assessment in
respect of taxes or consent to any extension or waiver of the limitation
period applicable to any claim or assessment in respect of taxes; (r) revalue
in any material respect any of its assets, including without limitation,
writing down the value of inventory or writing off notes or accounts
receivable other than in the ordinary course of business; or (s) take, or
agree in writing or otherwise to take, any of the actions described in (a)
through (r) above, or any action which would make any of its representations
or warranties contained in the Plan of Reorganization untrue or incorrect or
prevent it from performing or cause it not to perform its covenants
thereunder.

OTHER OFFERS

Meta has further agreed that from and after the date of the Plan of
Reorganization until the earlier of the Effective Time or the termination of
the Plan of Reorganization in accordance with its terms, it and its
subsidiaries and the officers, directors, employees or other agents of Meta
and its subsidiaries will not, directly or indirectly, (i) take any action to
solicit, initiate or encourage any Takeover Proposal (defined below) or
(ii) engage in negotiations with, or disclose any nonpublic information
relating to Meta or any of its subsidiaries to, or afford access to the
properties, books or records of Meta or any of its subsidiaries to, any person
that has advised Meta that it may be considering making, or that has made, a
Takeover Proposal; provided, however, that nothing herein shall prohibit
Meta's Board of Directors from taking and disclosing to Meta's shareholders a
position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2
promulgated under the Exchange Act. Notwithstanding the immediately preceding
sentence, if (a) an unsolicited Takeover Proposal shall be received by the
Board of Directors of Meta, then, to the extent the Board of Directors of Meta
believes in good faith (after consultation with its financial advisor) that
such Takeover Proposal would, if consummated, result in a transaction more
favorable to Meta's shareholders from a financial point of view than the
transaction contemplated by the Plan of Reorganization (any such more
favorable Takeover Proposal being referred to as a "Superior Proposal") and
(b) the Meta Board determines in good faith after consultation with outside
legal counsel that it is necessary for the Meta Board to comply with its
fiduciary duties to shareholders under applicable law, Meta and its officers,
directors, employees, investment bankers, financial advisors, attorneys,
accountants and other representatives retained by it may engage in discussions
or negotiations with the third party who has initiated such Superior Proposal
and make disclosures to the Meta shareholders to the extent such actions are
consistent with the fiduciary obligations of Meta's Board, and such actions
shall not be considered a breach of the Plan of Reorganization or any other
provision thereof. Meta will promptly notify Avant! after receipt of any
Takeover Proposal or any notice that any person is considering making a
Takeover Proposal or any request for nonpublic information relating to Meta or
any of its subsidiaries or for access to the properties, books or records of
Meta or any of its subsidiaries by any person that has advised Meta that it
may be considering making, or that has made, a Takeover Proposal and will keep
Avant! fully informed of the status and details of any such Takeover Proposal
notice or request. As used in the Plan of Reorganization, "Takeover Proposal"

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means any offer or proposal for, or any indication of interest in, a merger or
other business combination involving Meta or any of its subsidiaries or the
acquisition of any significant equity interest in, or a significant portion of
the assets of, Meta or any of its subsidiaries, other than the transactions
contemplated by the Plan of Reorganization.

RESALE OF AVANT! COMMON STOCK; AGREEMENTS WITH AFFILIATES

The shares of Avant! Common Stock to be issued in the Merger have been
registered under the Securities Act and will be freely transferable, subject
to certain limitations on resale described in this Joint Proxy
Statement/Prospectus. As a condition to the obligations of the parties under
the Plan of Reorganization, Avant! shall have received agreements from each
person or entity who may be deemed an affiliate (as defined in the Securities
Act and the rules and regulations thereunder) of Meta pursuant to which such
persons will agree not to sell, transfer or otherwise dispose of shares of
Meta Common Stock or Avant! Common Stock until such time after the Effective
Time as Avant! has publicly released a report including financial results
covering at least 30 days of combined operations of Avant! and Meta.
Furthermore, pursuant to such agreements, the affiliates of Meta will agree to
refrain from the sale or transfer of any Avant! Common Stock received in
connection with the Merger, except in accordance with the provisions of the
Securities Act and the general rules and regulations promulgated thereunder.
Affiliates of Avant! will also be subject to certain similar limitations on
their ability to sell, transfer or otherwise dispose of shares of Avant!
Common Stock during the period preceding and following the Merger.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

In considering the recommendation of the Meta Board with respect to the
Merger, Meta shareholders should be aware that certain officers and directors
of Meta have interests in connection with the Merger.

If the Merger is approved, the Avant! Board intends to appoint Shawn M.
Hailey, the President and Chief Executive Officer of Meta, to the Avant! Board
to fill the vacancy created by the resignation of Robert C. Kagle from the
Avant! Board, which resignation is contingent upon the closing of the Merger,
and to appoint Kim L. Hailey, the Vice President of Engineering of Meta, as
the Vice President, Process Environmental Division of Avant!.

In connection with agreements entered into at the commencement of their
employment, an option to purchase 56,250 shares of Meta Common Stock held by
William Smith, Vice President, Finance, and Chief Financial Officer of Meta,
and an option to purchase 28,125 shares of Meta Common Stock held by Linda
Gunther, Vice President, Human Resources of Meta, will become vested and
exercisable immediately prior to the consummation of the Merger. Also, options
granted under the 1995 Directors' Stock Option Plan vest in full and are
immediately exercisable prior to the consummation of the Merger.

In addition, Meta will pay approximately $600,000 upon consummation of the
Merger to certain officers and key employees of Meta under Meta's Merger
Incentive Plan, as severance payments and retention incentive payments.

Joshua Pickus, a director of Meta, also is a director of VLG, legal counsel
to Meta. VLG will receive fees and expenses in connection with its
representation of Meta in the Merger.

Avant! has agreed that, after the Effective Time, Avant! will indemnify each
officer and director of Meta serving as such on the date of the Plan of
Reorganization as provided in the CGCL, Meta's Articles of Incorporation and
Bylaws, and existing indemnification agreements between Meta and such officers
and directors. Avant! has also agreed to use good faith efforts to cause to be
maintained for a period of not less than three years after the closing of the
Merger the directors' and officers' insurance policies of Meta and to cause
the directors and officers of Meta to be covered thereunder for matters
occurring prior to the closing of the Merger.

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CONDITIONS TO THE MERGER

Each party's respective obligation to complete the Merger is subject to,
among other things, the approval of the Plan of Reorganization and the Merger
by the requisite votes of the stockholders of Avant! and the shareholders of
Meta, the SEC having declared the Registration Statement effective, and the
satisfaction at or prior to the Effective Time of the following additional
conditions: (a) the absence of any temporary restraining order, preliminary or
permanent injunction or other legal action or regulatory restraint or
prohibition preventing the closing of the Merger; the absence of any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger, which makes the closing of the Merger
illegal; the absence of any temporary restraining order, preliminary or
permanent injunction or other order issued by any court of competent
jurisdiction or other legal or regulatory restraint limiting or restricting
Avant!'s conduct or operation of the business of Meta and its subsidiaries
following the Merger; and the absence of any proceeding brought by any
administrative agency or commission or other governmental entity, domestic or
foreign, seeking the foregoing; (b) all approvals, waivers, authorizations and
consents, if any, necessary for consummation of or in connection with the
Merger and the several transactions contemplated thereby, including such
approvals, waivers, authorizations and consents as may be required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
Securities Act, the Exchange Act and under state Blue Sky laws having been
received; (c) Avant! and Meta having received substantially identical written
opinions of their respective counsel to the effect that, based upon certain
representations and assumptions and subject to certain qualifications, the
Merger will constitute a tax-free reorganization within the meaning of Section
368(a) of the Code; (d) the filing with The Nasdaq National Market of a
Notification Form for Listing of Additional Shares with respect to the shares
of Avant! Common Stock issuable in connection with the Merger; and (e) the
appointment of Shawn M. Hailey and Kim L. Hailey as a member of the Board and
as the Vice President, Process Environment Division, respectively, of
Avant!.

In addition, the obligations of Meta to complete the Merger are subject to
the satisfaction at or prior to the Effective Time of each of the following
conditions, any of which may be waived, in writing, by Meta: (a) the
representations and warranties of Avant! and Merger Sub in the Plan of
Reorganization shall be true and correct in all material respects (other than
representations and warranties regarding litigation connected with the Merger
or other proceedings connected with the Merger, which shall be governed solely
by the standard set forth in clause (a) of the preceding paragraph and except
for such representations and warranties that are qualified by their terms by a
reference to materiality which representations and warranties as so qualified
shall be true in all respects) on and as of the Effective Time as though such
representations and warranties were made on and as of such time (except to the
extent such representations and warranties speak as of an earlier date); (b)
Avant! and Merger Sub shall have performed and complied in all material
respects with all covenants, obligations and conditions of the Plan of
Reorganization required to be performed and complied with by them as of the
Effective Time; (c) Meta shall have received an officers' certificate, dated
the Effective Date, executed on behalf of Avant! by the President and Chief
Financial Officer of Avant! to the effect that, as of the Effective Time, the
condition provided for in clause (a) of this paragraph has been satisfied; (d)
Meta shall have received a legal opinion dated the Effective Date as to
certain matters from Gunderson Dettmer, legal counsel to Avant! and Merger
Sub, in form and substance reasonably satisfactory to Meta; (e) there shall
not have occurred any material adverse change in the condition (financial or
otherwise), properties, assets (including intangible assets), liabilities,
business, operations, results of operations or prospects of Avant! and its
subsidiaries, taken as a whole; and (f) Meta shall have been furnished with
evidence satisfactory to it of the consent or approval of those persons whose
consent or approval shall be required in connection with the Merger under any
material contract of Avant! or any of its subsidiaries or otherwise.

In addition, the obligations of Avant! and Merger Sub to complete the Merger
are subject to the satisfaction at or prior to the Effective Time of each of
the following conditions, any of which may be waived, in writing, by Avant!:
(a) the representations and warranties of Meta in the Plan of Reorganization
shall be true and correct in all material respects (other than representations
and warranties regarding litigation connected with the Merger or other
proceedings connected with the Merger, which shall be governed solely by the
standard set forth in clause (a) of the first paragraph of this section ("--
Conditions to the Merger"), and except for such

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representations and warranties that are qualified by their terms by a
reference to materiality, which representations and warranties as so qualified
shall be true in all respects) on and as of the Effective Time as though such
representations and warranties were made on and as of such time; (b) Meta
shall have performed and complied in all material respects with all covenants,
obligations and conditions of the Plan of Reorganization required to be
performed and complied with by it as of the Effective Time; (c) Avant! shall
have received an officers' certificate, dated the Effective Date, executed on
behalf of Meta by its President and Chief Financial Officer to the effect
that, as of the Effective Time, the condition provided for in clause (a) of
this paragraph has been satisfied; (d) Avant! shall have received a legal
opinion, dated the Effective Time, from VLG, legal counsel to Meta, in form
and substance reasonably satisfactory to Avant!; (e) Avant! shall have been
furnished with evidence satisfactory to it of the consent or approval of those
persons whose consent or approval shall be required in connection with the
Merger under any material contract of Meta or any of its subsidiaries or
otherwise; (f) there shall not have occurred any material adverse change in
the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, operations, results of operations
or prospects of Meta and its subsidiaries, taken as a whole; (g) Avant! shall
have received a letter from KPMG Peat Marwick LLP regarding treatment of the
Merger as a pooling of interests for accounting purposes if consummated in
accordance with the Plan of Reorganization; (h) Avant! shall have received
from each of the affiliates of Meta an executed Affiliate Agreement; (i)
Avant! shall have received the written opinion of Morgan Stanley, or a written
confirmation of the Morgan Stanley Opinion, dated as of the date the Joint
Proxy Statement/Prospectus is first mailed to the stockholders of Avant!, to
the effect that the consideration to be received by Avant!'s stockholders in
the Merger is fair, from a financial point of view, to the stockholders of
Avant!; and (j) Dissenting Shares shall consist of no more than ten (10%)
percent of the then outstanding shares of Meta Common Stock.

SHAREHOLDERS AGREEMENT

Shawn M. Hailey and Kim L. Hailey, the President and Chief Executive
Officer, and Vice President of Engineering, respectively, of Meta,
beneficially own an aggregate of 7,481,201 shares of Meta Common Stock,
representing 73.4% of the votes entitled to be cast by holders of shares of
Meta Common Stock issued and outstanding as of the Meta Record Date. Both
individuals have entered into a Shareholders Agreement with Avant!, pursuant
to which each has agreed to vote the shares of Meta Common Stock held by him
in favor of the approval of the Plan of Reorganization and the Merger. The
vote of the shares of Meta Common Stock subject to the Shareholders Agreement
will be adequate to approve the Plan of Reorganization and the Merger.

CLOSING

As promptly as practicable after the satisfaction or waiver of the
conditions set forth in the Plan of Reorganization, Merger Sub and Meta will
file the Agreement of Merger with the Secretary of State of the State of
California. The Merger will become effective upon such filing. It is
anticipated that, assuming all conditions are met, the Merger will occur and a
closing will be held on October 29, 1996.

TERMINATION

At any time prior to the Effective Date, whether before or after approval of
the matters presented in connection with the Merger by the shareholders of
Meta, the Plan or Reorganization may be terminated: (i) by mutual consent of
Avant! and Meta; (ii) by either Avant! or Meta, if the Effective Date shall
not have occurred on or before January 31, 1997 (provided that the right to
terminate the Plan of Reorganization for this reason shall not be available to
any party whose failure to fulfill any obligation under the Plan of
Reorganization has been a significant cause of, or resulted in, the failure of
the Effective Date to occur on or before such date); (iii) by either Avant! or
Meta, if the other party shall breach any of its representations, warranties
or obligations under the Plan or Reorganization, which breach would result in
a material adverse change in the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of such other party and its
subsidiaries, taken as a whole, and such breach shall not have been cured
within ten business days following receipt by such other party of written
notice of such breach; (iv) by either Avant! or Meta, if there shall have
occurred any material adverse change in the condition (financial or

48
<PAGE>

otherwise), properties, assets (including intangible assets), liabilities,
business, operations, results of operations or prospects of the other party
and its subsidiaries, taken as a whole, and such other party shall not have
proposed a plan to mitigate the effect of such material adverse change which
is reasonably acceptable to such party, within 20 business days after written
notice from such party that it intends to terminate the Plan or
Reorganization; (v) by either Avant! or Meta, if the Board of the other party
withdraws or modifies, in an adverse manner, its recommendation of the Plan of
Reorganization or the Merger or shall have resolved to do so; (vi) by either
Avant! or Meta, if any permanent injunction of a court or other competent
authority preventing consummation of the Merger shall have become final and
nonappealable; or (vii) by either Avant! or Meta, if the required approval of
the shareholders of Meta or the stockholders of Avant! is not obtained at the
respective shareholder and stockholder meetings.

EXPENSES AND TERMINATION FEES

All costs and expenses incurred in connection with the Plan of
Reorganization and the transactions contemplated thereby (including, without
limitation, the fees and expenses of its advisers, accountants and legal
counsel) will be paid by the party incurring such expense, except that, in the
event the Merger is not closed for any reason or if the Plan of Reorganization
is terminated for any reason other than any of those reasons, as they apply to
permitted terminations by Meta, set forth in (iii), (iv) or (v) above in "--
Termination," expenses incurred in connection with printing the proxy
materials and the Registration Statement, registration and filing fees
incurred in connection with the Registration Statement, the proxy materials
and the listing of additional shares on The Nasdaq National Market and fees,
costs and expenses associated with compliance with applicable state securities
laws in connection with the Merger will be shared equally by Meta and Avant!.

In the event that (i) either Avant! or Meta terminates the Plan of
Reorganization following a failure of the shareholders of Meta to approve the
Plan of Reorganization and, prior to the time of the Meta Special Meeting,
there shall have been (A) a Trigger Event (defined below) with respect to Meta
or (B) a Takeover Proposal not rejected by Meta or withdrawn by the third
party, or (ii) Avant! terminates the Plan of Reorganization pursuant to any of
the reasons, as they apply to permitted terminations by Avant!, set forth in
clauses (iii), (iv) and (v) above in "--Termination," due in whole or in part
to any failure by Meta to use the requisite efforts required by the terms of
the Plan of Reorganization to perform and comply with all agreements and
conditions required by the Plan of Reorganization to be performed or complied
with by Meta prior to or on the Effective Date or any failure by Meta's
affiliates to take any actions required to be taken by the Plan of
Reorganization (and if Meta is not entitled to terminate the Plan of
Reorganization because of any of the reasons, as they apply to permitted
terminations by Meta, set forth in clauses (iii), (iv) and (v) above in "--
Termination"), then Meta shall promptly pay to Avant! a termination fee of
$4,800,000; provided, however, that with respect to (A) above, a Trigger Event
shall not be deemed to include the acquisition by any person of securities
representing ten percent or more of Meta if such Person has acquired such
securities not with the purpose nor with the effect of changing or influencing
the control of Meta, nor in connection with or as a participant in any
transaction having such purpose or effect, including without limitation (i)
making any public announcement with respect to the voting of such shares at
any meeting to consider any merger, consolidation, sale of substantial assets
or other business combination or extraordinary transaction involving Meta,
(ii) making, or in any way participating in, any "solicitation" of "proxies"
(as such terms are defined or used in Regulation 14A under the Exchange Act)
to vote any voting securities of Meta (including, without limitation, any such
solicitation subject to Rule 14a-11 under the Exchange Act) or seeking to
advise or influence any person with respect to the voting of any voting
securities of Meta, (iii) forming, joining or in any way participating in any
"group" within the meaning of Section 13(d)(3) of the Exchange Act with
respect to any voting securities of Meta or (iv) otherwise acting, alone or in
concert with others, to seek control of Meta or to seek to control or
influence the management of policies of Meta. As used in the Plan of
Reorganization, a "Trigger Event" will be deemed to have occurred if any
Person acquires securities representing ten percent or more, or commences a
tender or exchange offer following the successful consummation of which the
offeror and its affiliates would beneficially own securities representing 25%
or more, of the voting power of Meta.

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<PAGE>

If the Plan of Reorganization is terminated by Meta because of any of the
reasons, as they apply to permitted terminations by Meta, set forth in clauses
(iii), (iv) or (v) above in "--Termination," due in whole or in part to
Avant!'s failure to use the requisite efforts required by the Plan of
Reorganization or any failure by Avant!'s affiliates to take any actions
required to be taken by the Plan of Reorganization, and if Avant! is not
entitled to terminate the Plan of Reorganization because of any of the
reasons, as they apply to permitted terminations by Avant!, set forth in
clauses (iii), (iv) and (v) above in "--Termination," then Avant! must
promptly pay to Meta a termination fee of $4,800,000.

AMENDMENT

The Boards of Avant! and Meta may cause the Plan of Reorganization to be
amended at any time by execution of an instrument in writing signed on behalf
of each of Avant! and Meta, provided that an amendment made subsequent to
adoption of the Plan of Reorganization by the shareholders of Meta or Merger
Sub, or the Avant! stockholders, shall not (a) alter or change the amount or
kind of consideration to be received upon conversion of the Meta Common Stock;
(b) alter or change any term of the Articles of Incorporation of Meta after
giving effect to the Merger; or (c) alter or change any of the terms and
conditions of the Plan of Reorganization if such alteration or change would
adversely affect the holders of Meta Common Stock or Avant! Common Stock.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material federal income tax
considerations relevant to the Merger that are applicable to holders of Meta
Common Stock. This discussion is based on currently existing provisions of the
Code, existing Treasury Regulations thereunder and current administrative
rulings and court decisions, all of which are subject to change. Any such
change, which may or may not be retroactive, could alter the tax consequences
to Avant!, Meta or Meta's shareholders as described herein.

Meta shareholders should be aware that this discussion does not deal with
all federal income tax considerations that may be relevant to particular Meta
shareholders in light of their particular circumstances, such as shareholders
who are dealers in securities, who are subject to the alternative minimum tax
provisions of the Code, who are foreign persons or entities, who do not hold
their Meta Common Stock as capital assets, who acquired their shares in
connection with stock option or stock purchase plans or in other compensatory
transactions or who receive cash for their Meta Common Stock pursuant to the
exercise of their dissenters' rights under the CGCL. In addition, the
following discussion does not address the tax consequences of the Merger under
foreign, state or local tax laws, the tax consequences of transactions
effectuated prior or subsequent to, or concurrently with, the Merger (whether
or not any such transactions are undertaken in connection with the Merger),
including without limitation any transaction in which shares of Meta Common
Stock are acquired or shares of Avant! Common Stock are disposed of, or the
tax consequences of the assumption by Avant! of outstanding options and
subscriptions to acquire Meta Common Stock. ACCORDINGLY, META SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF
THE MERGER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES TO THEM OF THE MERGER.

Consummation of the Merger is conditioned upon receipt by Avant! and Meta of
opinions (the "Tax Opinions") from Gunderson Dettmer and VLG, respectively,
that the Merger should constitute a "reorganization" within the meaning of
Section 368(a) of the Code (a "Reorganization"). Assuming the Merger is a
Reorganization, then, subject to the assumptions, limitations and
qualifications referred to herein and in the Tax Opinions, the Merger should
result in the following federal income tax consequences:

(i) No gain or loss should be recognized by holders of Meta Common Stock
solely upon their receipt in the Merger of Avant! Common Stock in exchange
therefor (except to the extent of cash received in lieu of a fractional
share of Avant! Common Stock).

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<PAGE>

(ii) The aggregate tax basis of the Avant! Common Stock received by Meta
shareholders in the Merger (including any fractional share of Avant! Common
Stock not actually received) should be the same as the aggregate tax basis
of the Meta Common Stock surrendered in exchange therefor.

(iii) The holding period of the Avant! Common Stock received by each Meta
shareholder in the Merger should include the period for which the Meta
Common Stock surrendered in exchange therefor was considered to be held,
provided that the Meta Common Stock so surrendered is held as a capital
asset at the time of the Merger.

(iv) Cash payments received by holders of Meta Common Stock in lieu of a
fractional share should be treated as if such fractional share of Avant!
Common Stock had been issued in the Merger and then redeemed by Avant!. A
Meta shareholder receiving such cash should recognize gain or loss, upon
such payment, measured by the difference (if any) between the amount of
cash received and the basis in such fractional share.

(v) Holders of Meta Common Stock who exercise dissenters' rights with
respect to their shares of Meta Common Stock and who receive payment for
the shares in cash should generally recognize gain or loss measured by the
difference between the amount of cash received and the shareholder's basis
in the shares surrendered, provided that the payment is neither essentially
equivalent to a dividend within the meaning of Section 302 of the Code nor
has the effect of a distribution of a dividend within the meaning of
Section 356(a)(2) of the Code (collectively, a "Dividend Equivalent
Transaction"). A sale of Meta Common Stock pursuant to an exercise of
dissenters' rights will generally not be a Dividend Equivalent Transaction
if, as a result of such exercise, the shareholder exercising dissenters'
rights owns no shares of Avant! Common Stock (either actually or
constructively within the meaning of Section 318 of the Code) immediately
after the Merger. If, however, a shareholder's sale for cash of Meta Common
Stock pursuant to an exercise of dissenters' rights is a Dividend
Equivalent Transaction, then such shareholder will generally recognize
income for federal income tax purposes in an amount equal to the entire
amount of cash so received.

Although Avant! and Meta will, as a condition to closing of the Merger,
receive Tax Opinions from their respective counsel that the Merger should
qualify as a Reorganization, a recipient of shares of Avant! Common Stock
could recognize gain to the extent that such shares were considered to be
received in exchange for services or property (other than solely Meta Common
Stock). All or a portion of such gain may be taxable as ordinary income. Gain
could also have to be recognized to the extent that a Meta shareholder was
treated as receiving (directly or indirectly) consideration other than Avant!
Common Stock in exchange for such shareholder's Meta Common Stock.

The parties will not request a ruling from the Internal Revenue Service (the
"IRS") in connection with the Merger. Meta shareholders should be aware that
the Tax Opinions do not bind the IRS and the IRS is therefore not precluded
from successfully asserting a contrary opinion. In addition, the Tax Opinions
are subject to certain assumptions, limitations and qualifications, including
but not limited to the truth and accuracy of certain representations made by
Avant!, Meta, Merger Sub and certain shareholders of Meta, including
representations in certain certificates to be delivered to counsel by the
respective managements of Avant!, Meta and Merger Sub and by certain
shareholders of Meta. Of particular importance is the assumption that the
"continuity of interest" requirement for treatment of the Merger as a
Reorganization is satisfied.

To satisfy the continuity of interest requirement, Meta shareholders must
not, pursuant to a plan or intent existing at or prior to the Merger, dispose
of or transfer so much of either (i) their Meta Common Stock in anticipation
of the Merger or (ii) the Avant! Common Stock to be received in the Merger
(collectively, "Planned Dispositions") such that Meta shareholders, as a
group, would no longer have a significant equity interest in the Meta business
being conducted after the Merger. Meta shareholders will generally be regarded
as having a significant equity interest as long as the number of shares of
Avant! Common Stock received in the Merger less the number of shares subject
to Planned Dispositions (if any) represents, in the aggregate, a substantial
portion of the entire consideration received by the Meta shareholders in the
Merger. Meta and Avant! have represented to

51
<PAGE>

respective counsel for Avant! and Meta that they have no knowledge of any plan
or intent on the part of Meta shareholders to engage in a Planned Disposition
of shares of Meta Common Stock. In addition, Meta shareholders owning in
excess of 50% of the Meta shares have represented that they have no plan or
intent to make a Planned Disposition of shares of Meta Common Stock. However,
notwithstanding such representations, no assurance can be made that the
"continuity of interest" requirement will be satisfied. If such requirement is
not satisfied, the Merger would not be treated as a Reorganization.

A successful IRS challenge to the Reorganization status of the Merger (as a
result of a failure of the "continuity of interest" requirement or otherwise)
would result in Meta shareholders recognizing taxable gain or loss with
respect to each share of Meta Common Stock surrendered equal to the difference
between the shareholder's basis in such share and the fair market value, as of
the Effective Time, of the Avant! Common Stock received in exchange therefor.
In such event, a shareholder's aggregate basis in the Avant! Common Stock so
received would equal its fair market value as of the Effective Time, and the
shareholder's holding period for such stock would begin the day after the
Merger.

ACCOUNTING TREATMENT

The Merger is intended to qualify as a pooling of interests for accounting
purposes. Accordingly, the affiliates of Meta have entered into agreements
imposing certain resale limitations on their stock. The affiliates of Avant!
will be subject to certain similar restrictions. See "--Resale of Avant!
Common Stock; Agreements with Affiliates." It is a condition to Avant!'s and
Meta's obligations to consummate the Merger that, among other things, both
parties receive a letter from KPMG Peat Marwick LLP, the independent
accountants for Avant! and Meta, to the effect that the Merger will be treated
as a pooling of interests for accounting purposes. Avant! and Meta each have
received a preliminary letter dated September 6, 1996 to this effect from KPMG
Peat Marwick LLP. Avant! and Meta each have indicated that it is their present
intention not to waive this condition.

DISSENTERS' RIGHTS

THE FOLLOWING SUMMARY OF META SHAREHOLDERS' DISSENTERS' RIGHTS UNDER
CALIFORNIA LAW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO CHAPTER 13 OF THE
CALIFORNIA GENERAL CORPORATION LAW, THE COMPLETE TEXT OF WHICH IS ATTACHED
HERETO AS APPENDIX D.

FAILURE TO STRICTLY FOLLOW THE PROCEDURES SET FORTH IN CHAPTER 13 OF THE
CALIFORNIA GENERAL CORPORATION LAW MAY RESULT IN THE LOSS, TERMINATION OR
WAIVER OF DISSENTERS' RIGHTS. A META SHAREHOLDER WHO FAILS TO SIGN AND RETURN
A PROXY CARD DISAPPROVING THE PLAN OF REORGANIZATION OR TO ATTEND THE META
SPECIAL MEETING AND VOTE HIS OR HER SHARES AGAINST THE MERGER WILL NOT HAVE A
RIGHT TO EXERCISE DISSENTERS' RIGHTS. A META SHAREHOLDER WHO DESIRES TO
EXERCISE HIS OR HER DISSENTERS' RIGHTS ALSO MUST SUBMIT A WRITTEN DEMAND FOR
PAYMENT TO META ON OR BEFORE THE DATE OF THE META SPECIAL MEETING. IN
ADDITION, NO META SHAREHOLDER, UNDER ANY CIRCUMSTANCES, WILL HAVE A RIGHT TO
DISSENT FROM THE PLAN OF REORGANIZATION UNLESS THE HOLDERS OF AT LEAST FIVE
PERCENT OF THE OUTSTANDING SHARES OF META COMMON STOCK PERFECT THEIR RIGHT TO
DISSENT IN ACCORDANCE WITH CHAPTER 13 OF THE CALIFORNIA GENERAL CORPORATION
LAW.

NO STATUTORY DISSENTERS' RIGHTS ARE AVAILABLE TO AVANT! STOCKHOLDERS IN
CONNECTION WITH THE MERGER.

On or prior to the Meta Special Meeting, each Meta shareholder who elects to
exercise his or her dissenters' rights must make a written demand upon Meta
for the purchase of his or her Meta shares. The Meta shareholder's

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<PAGE>

demand must state the number and class of shares held of record by such Meta
shareholder which such Meta shareholder demands that Meta purchase, as well as
a statement by such Meta shareholder as to what such Meta shareholder claims
the fair market value of such shares was as of the day prior to the date of
the announcement of the Merger (August 21, 1996). The statement of fair market
value constitutes an offer by such Meta shareholder to sell the shares at such
price. Voting against the Merger, abstaining from voting, or failing to vote
on the Merger will not constitute such written demand within the meaning of
the CGCL. Any notice should be addressed to Meta-Software, Inc., 1300 White
Oaks Road, Campbell, California 95008, Attention: Secretary.

A Meta shareholder wishing to exercise his or her right to dissent from the
Merger and to demand payment for the value of his or her shares of Meta Common
Stock must vote against the Merger. A failure to vote, a vote in favor of the
Merger, by proxy or in person, or a direction to abstain will constitute a
waiver of such dissenters' rights.

Unless Meta shareholders holding at least five percent of the outstanding
shares of Meta Common Stock in the aggregate perfect their right to dissent
and exercise their dissenters' rights in accordance with Chapter 13 of CGCL,
no Meta shareholder will have a right to dissent from the Plan of
Reorganization.

If the Merger is approved at the Meta Special Meeting and dissenters' rights
are perfected with respect to at least five percent of the outstanding Meta
Common Stock, Meta will mail by registered or certified mail, return receipt
requested, no later than ten days after the Meta Special Meeting, a written
notice of the approval of the Merger by the Meta shareholders (the "Meta
Notice") to all shareholders who have perfected their dissenters' rights,
accompanied by Sections 1300-1304 of the CGCL. The Meta Notice also shall
state the price determined by Meta to be the fair market value of shares of
Meta Common Stock with respect to which dissenters' rights are perfected under
Chapter 13 of the CGCL ("Meta Dissenting Shares") and a brief description of
the procedure to be followed by a shareholder who elects to dissent.

Within the 30-day period following the mailing of the Meta Notice, each
dissenting Meta shareholder must submit to Meta for endorsement certificates
for any of such shareholder's Meta Dissenting Shares. If Meta and the Meta
shareholder agree upon the price of the Meta Dissenting Shares, the dissenting
Meta shareholder is entitled to the agreed price with interest at the legal
rate on judgment from the date of such agreement. Payment must be made within
30 days of the later of the date of the agreement between the Meta shareholder
and Meta or the date the contractual conditions to closing of the transactions
contemplated by the Plan of Reorganization are satisfied.

A shareholder who perfects his or her dissenters' rights in accordance with
Chapter 13 of the CGCL retains all other rights of a shareholder until the
fair market value of his or her shares is agreed upon or determined. A
dissenting Meta shareholder may not withdraw a demand for payment without the
consent of Meta.

If Meta and the Meta shareholder cannot agree as to the fair market value or
as to the fact that such shareholder's shares are Meta Dissenting Shares, such
Meta shareholder may file within six months of the date of mailing of the Meta
Notice a complaint with the California Superior Court for the proper county
demanding judicial determination of such matters. Meta will then be required
to make any payments in accordance with such judicial determination. If the
complaint is not filed within the specified six months, the shareholder's
rights as a dissenter are lost.

Meta Dissenting Shares lose their status as such if (i) Meta abandons the
Merger; (ii) the shares are transferred prior to submission for endorsement or
are surrendered for conversion into shares of another class in accordance with
the Articles of Incorporation; (iii) the Meta shareholder and Meta do not
agree as to the fair market value of such shares and a complaint is not filed
within six months of the date the Meta Notice was mailed; or (iv) the
dissenting Meta shareholder withdraws, with the consent of Meta, his or her
demand for purchase of shares.

If Meta Dissenting Shares constitute more than ten percent of the
outstanding shares of Meta Common Stock, then neither Avant! nor Merger Sub
will be obligated to close the Merger.

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<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed financial data including the
notes thereto are qualified in their entirety by reference to, and should be
read in conjunction with, the supplemental consolidated financial statements
of Avant! and the historical financial statements of Meta included elsewhere
in this Joint Proxy Statement/Prospectus. The supplemental (Avant!) and
historical (Meta) financial statement data as of June 30, 1996 and for the
six-month periods ended June 30, 1995 and 1996 are unaudited, and have been
prepared on the same basis as the supplemental and historical financial
information derived from the audited financial statements, and in the opinion
of management, contain all adjustments, consisting of normal recurring
accruals, necessary for the fair presentation of the results of operations for
such periods. The supplemental financial statement data of Avant! gives
retroactive recognition to the Anagram Acquisition, which is expected to be
accounted for as a pooling of interests. The unaudited pro forma condensed
combined balance sheet data combine Avant! and Meta balance sheets as of June
30, 1996, giving effect to the Merger as if it had occurred on June 30, 1996.
The unaudited pro forma condensed combined statements of income combine Avant!
and Meta results of operations for the six months ended June 30, 1995 and 1996
and each of the three years ended December 31, 1995, giving effect to the
Merger as if it had occurred on January 1, 1993. The pro forma information is
presented for illustrative purposes only and is not necessarily indicative of
the operating results or financial condition that would have occurred had the
Merger been consummated at the beginning of the periods presented, nor is it
necessarily indicative of future operating results or financial condition.

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
AVANT! META ADJUSTMENTS COMBINED
-------- ------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........... $ 11,636 $ 3,891 $ $ 15,527
Short-term investments.............. 67,230 20,497 87,727
Accounts receivable, net............ 6,675 5,590 12,265
Deferred income taxes............... 2,625 1,103 3,728
Other............................... 6,104 3,488 9,592
-------- ------- ------ --------
Total current assets................ 94,270 34,569 128,839
Equipment, furniture and fixtures,
net................................. 5,798 2,351 8,149
Capitalized software, net............ 102 -- 102
Other................................ 17 193 210
Deferred income taxes................ -- 1,200 1,200
-------- ------- ------ --------
Total assets........................ $100,187 $38,313 $ $138,500
======== ======= ====== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease
obligations........................ $ 103 $ -- $ $ 103
Accounts payable.................... 947 258 1,205
Accrued compensation................ 2,492 -- 2,492
Accrued merger transaction costs.... -- -- 6,600(4) 6,600
Accrued income taxes................ 772 -- 772
Other accrued liabilities........... 2,900 2,648 5,548
Current portion technology
acquisition payable................ -- 586 586
Deferred revenue.................... 8,529 4,110 12,639
-------- ------- ------ --------
Total current liabilities........... 15,743 7,602 6,600 29,945
Capital lease obligations, less
current portion..................... 14 -- 14
Deferred rent........................ 91 -- 91
Deferred income taxes................ 188 191 379
Long-term portion technology
acquisition payable................. -- 903 903
-------- ------- ------ --------
Total liabilities................... 16,036 8,696 6,600 31,332
Stockholders' equity:
Capital stock....................... 16 -- 16
Additional paid-in capital.......... 70,561 25,832 96,393
Deferred stock compensation......... (436) -- (436)
Net unrealized gain (loss) on short-
term investments................... (142) (22) (164)
Retained earnings................... 14,152 3,807 (6,600) 11,359
-------- ------- ------ --------
Total stockholders' equity.......... 84,151 29,617 (6,600) 107,168
-------- ------- ------ --------
Total liabilities and stockholders'
equity............................. $100,187 $38,313 $ $138,500
======== ======= ====== ========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

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<PAGE>

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO
FORMA
AVANT! META COMBINED
------- ------- --------
<S> <C> <C> <C>
Revenue:
Software............................................ $ 7,648 $10,523 $18,171
Services and other.................................. 1,060 3,254 4,314
------- ------- -------
Total revenue....................................... 8,708 13,777 22,485
------- ------- -------
Costs and expenses:
Costs of software................................... 236 1,125 1,361
Costs of services and other......................... 614 1,290 1,904
Selling and marketing............................... 3,305 4,661 7,966
Research and development............................ 3,309 3,179 6,488
General and administrative.......................... 1,626 1,357 2,983
------- ------- -------
Total operating expenses............................ 9,090 11,612 20,702
------- ------- -------
Income (loss) from operations....................... (382) 2,165 1,783
Other income, net.................................... 105 44 149
------- ------- -------
Income (loss) before income taxes................... (277) 2,209 1,932
Provision (benefit) for income taxes(5).............. (1,596) 795 (801)
------- ------- -------
Net income.......................................... $ 1,319 $ 1,414 $ 2,733
======= ======= =======
Net income per share................................. $ .11 $ .16 $ .17
======= ======= =======
Weighted average shares outstanding.................. 12,042 8,834 15,885
======= ======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

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<PAGE>

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
AVANT! META COMBINED
------- ------- ---------
<S> <C> <C> <C>
Revenue:
Software......................................... $16,660 $13,818 $30,490
Services and other............................... 2,539 5,834 8,361
------- ------- -------
Total revenue.................................... 19,199 19,652 38,851
------- ------- -------
Costs and expenses:
Costs of software................................ 341 683 1,024
Costs of services and other...................... 1,352 1,588 2,940
Acquisition of technology........................ -- 1,600 1,600
Selling and marketing............................ 7,655 6,560 14,215
Research and development......................... 4,963 4,044 9,007
General and administrative....................... 2,123 1,946 4,069
------- ------- -------
Total operating expenses......................... 16,434 16,421 32,855
------- ------- -------
Income from operations........................... 2,765 3,231 5,996
Other income, net................................. 730 104 834
------- ------- -------
Income before income taxes....................... 3,495 3,335 6,830
Provision for income taxes(5)..................... 1,216 1,201 2,417
------- ------- -------
Net income....................................... $ 2,279 $ 2,134 $ 4,413
======= ======= =======
Net income per share.............................. $ .15 $ .22 $ .23
======= ======= =======
Weighted average shares outstanding............... 14,931 9,792 19,190
======= ======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

56
<PAGE>

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
AVANT! META COMBINED
------- ------- ---------
<S> <C> <C> <C>
Revenue:
Software......................................... $35,633 $17,456 $53,089
Services and other............................... 5,879 7,825 13,704
------- ------- -------
Total revenue.................................... 41,512 25,281 66,793
------- ------- -------
Costs and expenses:
Costs of software................................ 444 875 1,319
Costs of services and other...................... 2,988 1,857 4,845
Acquisition of technology........................ -- 2,693 2,693
Selling and marketing............................ 13,722 8,184 21,906
Research and development......................... 8,284 5,940 14,224
General and administrative....................... 3,615 2,686 6,301
Merger expense................................... 3,590 -- 3,590
------- ------- -------
Total operating expenses......................... 32,643 22,235 54,878
------- ------- -------
Income from operations........................... 8,869 3,046 11,915
Other income, net................................. 2,406 355 2,761
------- ------- -------
Income before income taxes....................... 11,275 3,401 14,676
Provision for income taxes(5)..................... 5,040 1,224 6,264
------- ------- -------
Net income ...................................... $ 6,235 $ 2,177 $ 8,412
======= ======= =======
Net income per share.............................. $ .34 $ .22 $ .38
======= ======= =======
Weighted average shares outstanding............... 18,099 9,866 22,391
======= ======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

57
<PAGE>

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
AVANT! META COMBINED
------- ------ ---------
<S> <C> <C> <C>
Revenue:
Software............................................. $14,902 $7,413 $22,315
Services and other................................... 2,172 3,448 5,620
------- ------ -------
Total revenue....................................... 17,074 10,861 27,935
------- ------ -------
Costs and expenses:
Costs of software.................................... 232 434 666
Costs of services and other.......................... 1,190 906 2,096
Selling and marketing................................ 5,989 3,708 9,697
Research and development............................. 3,377 2,798 6,175
General and administrative........................... 1,512 1,041 2,553
------- ------ -------
Total operating expenses............................ 12,300 8,887 21,187
------- ------ -------
Income from operations.............................. 4,774 1,974 6,748
Other income, net..................................... 774 109 883
------- ------ -------
Income before income taxes.......................... 5,548 2,083 7,631
Provision for income taxes(5)......................... 1,850 750 2,600
------- ------ -------
Net income.......................................... $ 3,698 $1,333 $ 5,031
======= ====== =======
Net income per share.................................. $ .22 $ .14 $ .24
======= ====== =======
Weighted average shares outstanding................... 16,843 9,792 21,102
======= ====== =======
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

58
<PAGE>

AVANT! AND META

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
AVANT! META COMBINED
------- ------ ---------
<S> <C> <C> <C>
Revenue:
Software......................................... $25,508 $9,970 $35,478
Services and other............................... 6,036 4,919 10,955
------- ------ -------
Total revenue................................... 31,544 14,889 46,433
------- ------ -------
Costs and expenses:
Costs of software................................ 443 590 1,033
Costs of services and other...................... 2,435 1,113 3,548
Selling and marketing............................ 8,263 5,110 13,373
Research and development......................... 5,855 2,887 8,742
General and administrative....................... 4,939 1,395 6,334
------- ------ -------
Total operating expenses........................ 21,935 11,095 33,030
------- ------ -------
Income from operations.......................... 9,609 3,794 13,403
Other income, net................................. 1,678 366 2,044
------- ------ -------
Income before income taxes...................... 11,287 4,160 15,447
Provision for income taxes(5)..................... 4,061 1,478 5,539
------- ------ -------
Net income...................................... $ 7,226 $2,682 $ 9,908
======= ====== =======
Net income per share.............................. $ .36 $ .25 $ .41
======= ====== =======
Weighted average shares outstanding............... 19,825 10,622 24,445
======= ====== =======
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

59
<PAGE>

AVANT! AND META

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The Avant! and Meta statements of income for the three years ended December
31, 1995 and for each of the six months ended June 30, 1995 and 1996 have been
combined. The balance sheets for Avant! and Meta have been combined as of June
30, 1996. The unaudited pro forma condensed combined financial statements,
including the notes thereto, should be read in conjunction with the
supplemental consolidated financial statements of Avant! and the historical
financial statements of Meta included elsewhere herein. The supplemental
consolidated financial statements of Avant! give retroactive recognition to
the Anagram Acquisition, which is expected to be accounted for as a pooling of
interests.

No adjustments have been made to conform the accounting policies of the
combining companies. The nature and extent of such adjustments, if any, will
be based upon further study and analysis and are not expected to be
significant.

(2) UNAUDITED PRO FORMA COMBINED NET INCOME PER SHARE

The unaudited pro forma condensed combined statements of income for Avant!
and Meta have been prepared as if the Merger was completed at the beginning of
the earliest period presented. The unaudited pro forma combined net income per
share is based on the combined weighted average number of common and common
equivalent shares of Avant! (giving retroactive recognition to the Anagram
Acquisition, which is expected to be accounted for as a pooling of interests)
and Meta Common Stock for each period, based upon an exchange ratio of 0.435
shares of Avant! Common Stock for each outstanding share of Meta Common Stock
and each share of Meta Common Stock issuable upon exercise of Meta Stock
Options and subscription rights.

(3) PRO FORMA UNAUDITED COMBINED SHARES OUTSTANDING

These unaudited pro forma condensed combined financial statements reflect
the issuance of 5,079,365 shares of Avant! Common Stock in exchange for all
the fully-diluted shares of Meta Common Stock (11,679,226 at June 30, 1996) in
connection with the Merger resulting in an exchange ratio of 0.435 shares of
Avant! Common Stock for each outstanding share of Meta Common Stock and each
share of Meta Common Stock issuable upon exercise of Meta Stock Options and
subscription rights.

The following table details the pro forma share issuances (as of June 30,
1996) in connection with the Merger:

<TABLE>
<CAPTION>
AVANT!
SHARES ESTIMATED COMMON SHARES
OUTSTANDING EXCHANGE OUTSTANDING
(IN THOUSANDS) RATIO (IN THOUSANDS) %
-------------- --------- --------------- ------
<S> <C> <C> <C> <C>
Avant! shares outstanding
as of June 30, 1996
(giving retroactive
recognition to the
Anagram Acquisition,
which is expected to be
accounted for as a
pooling of interests).... 18,456 80.7%
Meta shares outstanding as
of June 30, 1996......... 10,164 0.435 4,421 19.3%
------ ------
Number of shares of
Avant! Common Stock
outstanding after
completion of the
Merger................. 22,877 100.00%
====== ======
</TABLE>

The actual exchange ratio will be determined at the effective time of the
Merger based on the number of fully-diluted shares of Meta Common Stock
then outstanding.

60
<PAGE>

(4) TRANSACTION COSTS AND MERGER RELATED EXPENSES

Avant!, Meta and Anagram estimate they will incur direct transaction costs
and merger-related integration expenses of approximately $6.6 million
associated with the Merger and the Anagram Acquisition, consisting of
transaction fees for investment bankers, attorneys, accountants, financial
printing and shareholder meetings of approximately $3.5 million and severance
costs, charges for duplicate facilities, and certain other related costs of
approximately $3.1 million. As of June 30, 1996, no transaction-related costs
had been incurred. These nonrecurring transaction costs will be charged to
operations primarily during the quarter in which the Merger closes.

The unaudited pro forma condensed combined balance sheet gives effect to
estimated direct transaction costs and merger-related integration expenses as
if such costs and expenses had been incurred as of June 30, 1996. These costs
and expenses are assumed to be nondeductible for income tax purposes. These
costs and expenses are not reflected in the unaudited pro forma condensed
combined statement of income.

(5) PROVISION FOR INCOME TAXES

The provision for income taxes for Meta is on a pro forma basis for 1993,
1994, and 1995, reflecting a tax expense that would have been reported if Meta
had been a C Corporation during those periods. See Note 6 of Notes to Meta's
financial statements.

61
<PAGE>

AVANT! MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

OVERVIEW

Avant! resulted from the merger of ArcSys, Inc. ("ArcSys") and Integrated
Silicon Systems, Inc. ("ISS") on November 27, 1995. Effective September 27,
1996, Avant! acquired Anagram. The ISS merger has been, and the Anagram
Acquisition is expected to be, accounted for by the pooling-of-interests
method, and accordingly, Avant!'s consolidated financial statements give
retroactive effect for all periods presented to include the results of
operations, financial position, and cash flows of ISS and Anagram.

Avant! develops, markets, and supports software products that assist design
engineers in the physical layout, design, verification, simulation and timing
analysis of advanced ICs. Avant!'s strategy is to focus on productivity
enhancing software for the ICDA segment of the EDA market.

ArcSys was founded in February 1991, and began shipping Aquarius (formerly
ArcCell), its cell-based place and route software product, in 1993. ISS began
shipping its initial physical layout software products in 1988. ISS introduced
Hercules (formerly VeriCheck), its hierarchical physical verification
software, in the third quarter of 1992. ISS introduced its signal integrity
analysis software in 1994. Anagram was founded in March 1993, and began
shipping ADM, its high-capacity circuit simulation and high-accuracy timing
analysis software, in December 1994. Substantially all of Avant!'s and
Anagram's revenue on a combined basis for 1993, 1994, 1995 and the six months
ended June 30, 1996 was derived from the licensing and support of Aquarius,
Hercules and ADM.

RESULTS OF OPERATIONS

The following table sets forth the percentage of total revenue for certain
items in Avant!'s Supplemental Consolidated Financial Statements (after giving
effect to rounding) for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
---------------- -------------
1993 1994 1995 1995 1996
---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Percentage of total revenue
Total revenue.............................. 100% 100% 100% 100% 100%
Software................................. 88 87 86 87 81
Services................................. 12 13 14 13 19
Costs and expenses:
Costs of software........................ 3 2 1 1 1
Costs of services........................ 7 7 7 7 8
Selling and marketing.................... 38 40 33 35 26
Research and development................. 38 26 20 20 19
General and administrative............... 18 11 9 9 16
Merger expenses.......................... -- -- 9 -- --
--- --- --- ----- -----
Total operating expenses............... 104 86 79 72 70
--- --- --- ----- -----
Income (loss) from operations............ (4) 14 21 28 30
Interest income, net....................... 1 4 6 5 6
--- --- --- ----- -----
Income (loss) before income taxes........ (3) 18 27 33 36
Provision for income taxes................. (18) 6 12 11 13
--- --- --- ----- -----
Net income............................... 15% 12% 15% 22% 23%
=== === === ===== =====
</TABLE>

62
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993, AND THE SIX MONTHS
ENDED JUNE 30, 1996 AND 1995

Revenue. Revenue consists primarily of fees for licenses of Avant!'s
software products, maintenance and customer support. Revenue from the sale of
software licenses is recognized after shipment of the products, delivery of
permanent authorization codes, and fulfillment of acceptance terms, if any,
providing that no significant vendor and post-contract support obligations
remain and collection of the related receivable is probable. Any remaining
insignificant vendor or post-contract support obligations are accrued at the
time the revenue is recognized. In instances where there is a contingency
regarding the sale, revenue recognition is delayed until the contingency has
been resolved. When Avant! receives advance payment for software products,
such payments are reported as deferred revenue until all conditions for
revenue recognition are met. Avant! has entered into certain license
agreements under which software, support and other services are provided to a
customer for a bundled price for a specific period. Generally, revenue under
such agreements is recognized ratably over the contract period. Maintenance
revenue is deferred and recognized ratably over the term of the maintenance
agreement, which is typically twelve months. Revenue from customer training,
support and other services is recognized as the service is performed.

Avant!'s total revenue increased 120% from $8,708,000 in 1993 to $19,199,000
in 1994, increased 116% to $41,512,000 in 1995 from 1994, and increased 85%
from $17,074,000 in the first six months of 1995 to $31,544,000 in the first
six months of 1996. The percentage of Avant!'s revenue attributable to
software licenses decreased slightly from 88% in 1993 to 87% in 1994, and to
86% in 1995, and decreased from 87% in the first six months of 1995 to 81% for
the first six months of 1996. This decrease is primarily due to the increased
user base and resulting increase in maintenance revenue. International sources
accounted for 11%, 32% and 33% of software revenue in 1993, 1994 and 1995,
respectively, and 30% and 41% in the first six months of 1995 and 1996,
respectively. Avant! relies on distributors and manufacturer's representatives
for licensing and support of its products in Asia. These channels accounted
for 11%, 26% and 29% of software revenue in 1993, 1994 and 1995.

Software revenue increased 118% from $7,648,000 in 1993 to $16,660,000 in
1994, increased 114% to $35,633,000 in 1995 from 1994, and increased 71% from
$14,902,000 in the first six months of 1995 to $25,508,000 in the first six
months of 1996. Increases in software revenue were due primarily to increased
license revenue from Avant!'s place and route, physical verification and
simulation and timing software. Services revenue increased 140% from
$1,060,000 in 1993 to $2,539,000 in 1994, and increased 132% to $5,879,000 in
1995 from 1994, and increased 178% from $2,172,000 in the first six months of
1995 to $6,036,000 in the first six months of 1996, all such increases
reflecting the growing base of installed systems. Through June 30, 1996, price
increases have not been a material factor in Avant!'s revenue growth. Avant!
does not believe that period-to-period comparisons of past revenue growth
should be relied upon as indications of future performance. See "Risk
Factors--Potential Fluctuations in Quarterly Results."

As discussed in the supplemental consolidated financial statements, Avant!
is involved in litigation with Cadence, and other related actions. As a result
of such litigation, some customers may cancel or postpone orders of Avant!'s
products. As of June 30, 1996, such cancellations and postponements had not
had a material financial impact on Avant!; however a significant delay of
orders in the future may impact Avant!'s business, financial condition and
results of operations. An adverse ruling in the litigation could result in
Avant!'s inability to sell certain of its products and, as a result, could
materially affect Avant!'s business, financial condition and results of
operations. In particular, Avant!'s place and route products in dispute,
ArcCell-BV and ArcCell-XO (which have been replaced by Aquarius-BV and
Aquarius-XO), accounted for approximately one-third of Avant!'s total revenues
for the three-year period ended December 31, 1995, and approximately one-half
of Avant!'s total revenues for the six months ended June 30, 1996. See "Risk
Factors--Litigation Risk."

Deferred revenue increased from $2,308,000 at December 31, 1994 to
$5,545,000 at December 31, 1995, and to $8,529,000 at June 30, 1996, due to
the increase in the number of maintenance agreements and license agreements
where software and services are provided for a specific period and revenue is
recognized ratably over the contract period.

Costs of Software. Costs of software consist primarily of expenses
associated with product documentation and production costs as well as
amortization of capitalized software costs. Costs of software increased from

63
<PAGE>

$236,000 in 1993 to $341,000 in 1994, and increased to $444,000 in 1995, and
increased from $232,000 in the first six months of 1995 to $443,000 in the
first six months of 1996. Costs of software included amortization of
capitalized software amounting to $145,000, $199,000 and $228,000 in 1993,
1994, and 1995, respectively, and $113,000 and $48,000 in the first six months
of 1995 and 1996, respectively.

Costs of Services. Costs of services consist of costs of maintenance and
customer support and direct costs associated with providing other services.
Maintenance includes activities undertaken after the product is available for
general release to customers to correct errors and make routine changes and
additions. Customer support includes any installation assistance, training
classes, telephone question and answer services, newsletters, on-site visits
and software or data modifications. Costs of services increased from $614,000
in 1993 to $1,352,000 in 1994, and increased to $2,988,000 in 1995,
representing 58%, 53% and 51% of services revenue for 1993, 1994 and 1995,
respectively, and increased from $1,190,000 in the first six months of 1995 to
$2,435,000 in the first six months of 1996, representing 55% and 40% of
services revenue for the first six months of 1995 and 1996, respectively. The
increases in costs of services were due primarily to an increase in personnel
and expenses necessary to support Avant!'s growing base of installed software.
The reduction in costs of services as a percentage of service revenue reflects
the improved utilization of Avant!'s customer support resources in servicing
its increased customer base.

Selling and Marketing Expenses. Selling and marketing expenses consist
primarily of costs, including sales commissions, of all personnel involved in
the sales process. This includes sales representatives, marketing associates
and application engineers. Selling and marketing expenses also include costs
of advertising, public relations, conferences and trade shows. Selling and
marketing expenses increased from $3,305,000 in 1993 to $7,655,000 in 1994,
and increased to $13,722,000 in 1995, and increased from $5,989,000 in the
first six months of 1995 to $8,263,000 in the first six months of 1996. The
increases reflect higher sales commissions associated with increased sales
volumes and increases in sales and marketing personnel from 30 to 48 to 58 at
December 31, 1993, 1994 and 1995, respectively, and from 51 to 74 at June 30,
1995 and 1996, respectively. Selling and marketing expenses represented 38%,
40% and 33% of total revenue in 1993, 1994 and 1995, respectively, and 35% and
26% of total revenue for the six months ended June 30, 1995 and 1996,
respectively. The decrease in selling and marketing expenses as a percentage
of total revenue for these periods, resulted primarily from revenue growth and
improved sales productivity. The increase in selling and marketing expenses as
a percentage of total revenue in 1994 resulted from higher costs associated
with increased international sales compared to 1993. Avant! expects to hire
additional sales and marketing personnel and to increase promotion and
advertising expenditures throughout the remainder of 1996.

Research and Development Expenses. Research and development expenses include
all costs associated with the development of new products and significant
enhancements of existing increased products. Research and development expenses
increased from $3,309,000 in 1993 to $4,963,000 in 1994, and increased to
$8,284,000 in 1995, and increased from $3,377,000 in the six months ended June
30, 1995 to $5,855,000 in the six months ended June 30, 1996. Research and
development expenses represented 38%, 26% and 20% of total revenue in 1993,
1994 and 1995, respectively, and 20% and 19% of total revenue in the six
months ended June 30, 1995 and 1996, respectively. The increases resulted from
increased personnel-related costs associated with the development of new
products and significant enhancements of existing products. The number of
research and development personnel increased from 44 to 69 to 103 at December
31, 1993, 1994, and 1995, respectively, and from 82 to 106 at June 30, 1995
and 1996, respectively. Avant! anticipates that it will continue to devote
substantial resources to product research and development.

Software development costs are accounted for in accordance with the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 86, under which Avant! capitalizes software
development costs once technological feasibility has been established. Avant!
amortizes such amounts over three years. The amount of software development
costs capitalized for 1993, 1994, and 1995 and the six months ended June 30,
1995 and 1996 was $140,000, $143,000, $63,000, $63,000 and none, respectively,
representing 4%, 3%, 1%, 2% and 0% of total research and development expenses,
respectively.

64
<PAGE>

General and Administrative Expenses. General and administrative expenses
increased from $1,626,000 in 1993 to $2,123,000 in 1994, and increased to
$3,615,000 in 1995, and increased from $1,512,000 in the six months ended June
30, 1995 to $4,939,000 in the six months ended June 30, 1996. The increases
were primarily due to increases in personnel and related costs necessary to
support Avant!'s growth and legal and other costs incurred in the first six
months of 1996 relating to the litigation with Cadence. General and
administrative expenses represented 18%, 11% and 9% of total revenue, in 1993,
1994, and 1995, respectively, and 9% and 16% of total revenue in the first six
months of 1995 and 1996, respectively. Avant! incurred unexpected legal and
other costs in the fourth quarter of 1995 relating to the litigation with
Cadence. Avant! expects these legal expenditures to continue at least through
the remainder of 1996 and into 1997.

Merger Expenses. In connection with the merger with ISS, costs of
approximately $3,590,000 were incurred. These costs consisted primarily of the
following: (a) approximately $2,858,000 for transaction fees for attorneys,
accountants, investment bankers and other related charges; (b) approximately
$233,000 for the elimination of duplicate facilities and equipment; (c)
approximately $337,000 for severance; and (d) approximately $162,000 for
incremental travel, communications, consulting and other costs associated with
internal and customer related integration activities. Avant! expects to incur
costs of approximately $6,600,000 in the third and fourth quarters of 1996,
related to the mergers with Meta and Anagram.

Income (Loss) from Operations. Avant! had a loss from operations of $382,000
in 1993, and income from operations of $2,765,000 and $8,869,000 in 1994 and
1995, respectively, and $4,774,000 and $9,609,000 in the first six months of
1995 and 1996, respectively. The changes in operating results are attributable
to revenue growth net of increased expenses necessary to support Avant!'s
growth. The operating loss represented 4% of total revenue in 1993. Operating
income represented 14% and 21% of total revenue in 1994 and 1995,
respectively, and 28% and 30% of total revenue for the six months ended June
30, 1995 and 1996, respectively.

Interest Income and Expense. Interest income was $200,000, $878,000, and
$2,468,000 in 1993, 1994 and 1995, respectively, and was $801,000 and
$1,685,000 in the first six months of 1995 and 1996, respectively. Interest
income increased in 1994 and 1995 and the first six months of 1996, due to
larger cash balances resulting primarily from the proceeds of the ISS public
offering which was completed in February 1994, and the ArcSys public offering,
which was completed in June 1995. Interest expense represents interest paid on
capital leases.

Income Taxes. Avant! accounts for income taxes in accordance with SFAS No.
109. Prior to 1995, Avant! had experienced net operating losses and had
established a valuation allowance against its deferred tax assets relating to
the resulting net operating loss carryforwards. As a result of the merger with
ISS, the consolidated financial statements have been restated and the
valuation allowance was eliminated during 1993. The provision (benefit) for
income taxes as a percentage of pre-tax income (loss) was (576%), 35%, 45%,
33% and 36% for 1993, 1994, 1995 and the six months ended June 30, 1995 and
1996, respectively. The percentage in 1993 was different from the federal
statutory rate of approximately 34% due to the elimination of the valuation
allowance. The percentage in 1995 was higher than the federal statutory rate
of approximately 34% due to the effect of expenses related to the ISS merger
which were not deductible for income tax purposes.

65
<PAGE>

QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly financial data
for each of the eight three-month periods through the three-month period
ending June 30, 1996. In the opinion of Avant!'s management, this unaudited
financial information has been prepared on the same basis as the audited
supplemental consolidated financial statements contained herein and includes
all necessary adjustments (consisting only of normal recurring adjustments)
that management believes are necessary to present fairly the information set
forth therein. The operating results for any three-month period are not
necessarily indicative of results for any future period.

<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
------------------------------------------------------------------
1994 1995 1996
---------------- -------------------------------- ---------------
SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30
-------- ------- ------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Software............... $4,001 $6,220 $6,597 $8,305 $ 9,801 $10,930 $12,116 $13,392
Services............... 700 869 978 1,194 1,818 1,889 2,695 3,341
------ ------ ------ ------ ------- ------- ------- -------
Total revenue........ 4,701 7,089 7,575 9,499 11,619 12,819 14,811 16,733
Costs and expenses:
Costs of software...... 90 117 109 123 106 106 233 210
Costs of services...... 348 411 486 704 876 922 1,227 1,208
Selling and
marketing............. 2,039 2,633 2,867 3,122 3,496 4,237 3,904 4,359
Research and
development........... 1,240 1,519 1,561 1,816 2,201 2,706 2,861 2,994
General and
administrative........ 459 613 723 789 904 1,199 1,987 2,952
Merger expenses........ -- -- -- -- -- 3,590 -- --
------ ------ ------ ------ ------- ------- ------- -------
Total operating
expenses............ 4,176 5,293 5,746 6,554 7,583 12,760 10,212 11,723
------ ------ ------ ------ ------- ------- ------- -------
Income from
operations.......... 525 1,796 1,829 2,945 4,036 59 4,599 5,010
Interest income, net.... 199 203 322 452 795 837 773 905
------ ------ ------ ------ ------- ------- ------- -------
Income before income
taxes............... 724 1,999 2,151 3,397 4,831 896 5,372 5,915
Provision for income
taxes.................. 274 638 706 1,144 1,656 1,534 1,936 2,125
------ ------ ------ ------ ------- ------- ------- -------
Net income (loss).... $ 450 $1,361 $1,445 $2,253 $ 3,175 $ (638) $ 3,436 $ 3,790
====== ====== ====== ====== ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
-----------------------------------------------------------------
1994 1995 1996
---------------- -------------------------------- ---------------
SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30
-------- ------- ------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Software............... 85% 88% 87% 87% 84% 85% 82% 80%
Services............... 15 12 13 13 16 15 18 20
--- --- --- --- --- --- --- ---
Total revenue........ 100 100 100 100 100 100 100 100
Costs and expenses:
Costs of software...... 2 2 1 1 1 1 2 1
Costs of services...... 8 6 6 8 7 7 8 7
Selling and
marketing............. 43 37 38 33 30 33 26 26
Research and
development........... 26 21 21 19 19 21 19 18
General and
administrative........ 10 9 10 8 8 10 14 18
Merger expenses........ -- -- -- -- -- 28 -- --
--- --- --- --- --- --- --- ---
Total operating
expenses............ 89 75 76 69 65 100 69 70
--- --- --- --- --- --- --- ---
Income from
operations.......... 11 25 24 31 35 -- 31 30
Interest income, net.... 4 3 4 5 6 7 5 5
--- --- --- --- --- --- --- ---
Income before income
taxes............... 15 28 28 36 41 7 36 35
Provision for income
taxes.................. 5 9 9 12 14 12 13 12
--- --- --- --- --- --- --- ---
Net income (loss).... 10% 19% 19% 24% 27% (5)% 23% 23%
=== === === === === === === ===
</TABLE>

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<PAGE>

Avant!'s quarterly results have varied in the past and may be subject to
fluctuations resulting from a variety of factors, including purchasing
patterns of customers, the completion of product evaluations by customers, the
timing of product enhancements and product introductions by Avant! and its
competitors, and the timing of significant orders. The customer evaluation
process for Avant!'s products is lengthy, and the timing and outcome of such
evaluations have affected Avant!'s historical quarterly performance and may
impact future quarterly results. A substantial portion of Avant!'s revenue in
each quarter results from orders received in the same quarter. Avant!'s
expense levels are based, in part, on its expectations as to future revenue.
Avant! continues to expand and increase its operating expenses in order to
generate and support future revenue. If revenue levels are below expectations,
operating results are likely to be disproportionately affected because only a
small portion of Avant!'s expenses varies with its revenue. As a result,
Avant! believes that period-to-period comparisons of financial results are not
necessarily meaningful and should not be relied upon as an indication of
future performance.

Due to the factors noted above, Avant!'s future earnings and stock price may
be subject to significant volatility, particularly on a quarterly basis. Any
shortfall in revenues or earnings from levels expected by securities analysts
could have an immediate and significant adverse effect on the trading price of
Avant!'s Common Stock. Additionally, Avant! may not learn of such shortfalls
until late in a fiscal quarter, which could result in an even more immediate
and adverse effect on the trading price of Avant!'s Common Stock.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operations was $726,000, $2,307,000 and $12,335,000 in
1993, 1994 and 1995, respectively, and $6,652,000 and $8,315,000 in the six
months ended June 30, 1995 and 1996, respectively. The increases in cash
provided by operations primarily result from increases in net income, deferred
taxes and deferred revenue. Avant! used $2,698,000, $22,891,000 and
$27,186,000 of net cash in 1993, 1994, and 1995, respectively, and $6,645,000
and $22,159,000 in the six months ended June 30, 1995 and 1996, respectively,
for investing activities. Net cash used in investing activities relates
primarily to net purchases of short-term "available-for-sale" securities.
These securities, which are accounted for in accordance with SFAS No. 115,
consist of short-term debt securities, U.S. Government Agency debt securities,
U.S. Treasury Bills, municipal/corporate auction preferred stock, municipal
bonds and demand deposit investments in limited-maturity fixed-income mutual
funds. Cash is also used to acquire equipment, furniture and fixtures.
Purchases of equipment, furniture and fixtures primarily represent computer
workstations and file servers for Avant!'s employees. Avant! expects that
purchases of equipment will likely increase as Avant!'s employee base grows.
Net cash provided by financing activities was $4,446,000, $20,404,000, and
$32,811,000 in 1993, 1994, 1995, respectively, and $31,477,000 and $1,672,000
in the six months ended June 30, 1995 and 1996, respectively. The increase in
cash provided by financing activities primarily results from the sale of
preferred and common stock.

Avant!'s stated payment terms generally are net 30 days. However, in
Avant!'s experience, many customers do not comply with stated payment terms
due to industry practice, slower payment by certain major companies and most
foreign customers and general economic conditions. Avant! periodically
increases its allowance for doubtful accounts to reflect increased sales
levels and collection experience. Avant! believes that its allowance for
doubtful accounts is adequate.

As of June 30, 1996, Avant! had $78,866,000 of cash and short-term
investments and $78,527,000 in working capital. As of June 30, 1996, Avant!
had $15,743,000 in current liabilities, including $8,529,000 of deferred
revenue. As of June 30, 1996, there was no bank indebtedness outstanding and
Avant! had no long-term commitments other than operating and capital lease
obligations.

Based on its operating plan, and absent any adverse judgments in the pending
litigation with Cadence, Avant! believes that it has available cash and short-
term investments sufficient to fund Avant!'s operations through at least the
next 12 months.

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<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

On December 6, 1995, Cadence filed an action against Avant! and certain of
its officers in the United States District Court for the Northern District of
California alleging copyright infringement, unfair competition,
misappropriation of trade secrets, conspiracy, breach of contract, inducing
breach of contract and false advertising. In addition to actual and punitive
damages, Cadence seeks to enjoin the sale of certain place and route products
and has filed a motion to obtain a preliminary injunction pending trial of the
action. Avant! has filed a counterclaim alleging antitrust violations,
racketeering, false advertising, defamation, trade libel, unfair competition,
unfair trade practices, negligent and intentional interference with
prospective economic advantage and intentional interference with contractual
relations. The Santa Clara County District Attorney's office also is
investigating the allegations of misappropriation of trade secrets set forth
in Cadence's lawsuit. A criminal complaint, if filed, could result in a loss
of management and other personnel and could have other material adverse
effects. The litigation with Cadence may result in canceled or postponed
customer orders and increased future expenditures. Since only a small portion
of Avant!'s expenses varies with its revenue, canceled orders or significant
expenses related to the Cadence litigation may have an adverse affect on
Avant!'s business, operating results and financial condition. Furthermore, an
adverse ruling in the Cadence litigation could result in Avant!'s inability to
sell certain of its products and, as a result, could have a material adverse
effect on Avant!'s business, operating results and financial condition. In
particular, Avant!'s place and route products in dispute, ArcCell-BV and
ArcCell-XO (which have been replaced by Aquarius-BV and Aquarius-XO),
accounted for approximately one-third of Avant!'s total revenues for the
three-year period ended December 31, 1995, and approximately one-half of
Avant!'s total revenues for the six months ended June 30, 1996. See "Risk
Factors--Litigation Risk."

Avant!'s products compete with similar products from both larger and smaller
EDA vendors, and with dissimilar EDA products for a share of their customers'
EDA budgets. The EDA industry, and as a result Avant!'s business, has
benefited from the rapid world-wide growth of the semiconductor industry.
There can be no assurance that this rapid growth will continue. The EDA
industry as a whole may experience pricing and margin pressures from a
decrease in growth in the semiconductor industry, or other changes in the
overall computing environment. In fact, during 1996 the semiconductor industry
experienced slower growth than in 1995. In addition, the EDA industry is
experiencing consolidation as the major EDA vendors are seeking to provide a
complete range of EDA products to customers. There can be no assurance that
Avant! will be able to compete successfully against current and future
competitors, or that market conditions faced by Avant! will not adversely
affect its business, operating results and financial condition.

Avant!'s future success depends upon its ability to improve current products
and develop new products that address the increasingly sophisticated needs of
its customers. There can be no assurance that Avant! will continue to be
successful in developing technologically acceptable products on a timely
basis. Avant!'s ability to develop and improve products is dependent on key
individuals for their technical and other contributions. There can be no
assurance that Avant! can continue to attract and retain these key personnel.
Loss of certain key personnel could result in loss of Avant!'s market
advantage and could adversely affect its operating results and financial
condition.

Avant! has adopted SFAS No. 123, Accounting for Stock-Based Compensation.
This statement establishes financial accounting and reporting standards for
stock-based employee compensation plans, including employee stock purchase
plans and stock option plans. Management plans to use the pro forma approach
allowed by this standard, but plans to remain on Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, for purposes of
measurement of compensation expense. Therefore, the Company will provide the
disclosures required by SFAS No. 123, but its adoption will not have a
material effect on Avant!'s consolidated results of operations.

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<PAGE>

AVANT! BUSINESS

INTRODUCTION

Avant! develops, markets and supports integrated circuit design automation
software for the physical design, layout, verification and analysis of high-
density, high-performance ICs. Avant!'s objective is to establish a
significant market position as a supplier of physical design software for the
ICDA market. To achieve this objective, Avant! has adopted its mission, which
is to provide innovative technology, products, and business models that enable
customers to solve the toughest problems in deep submicron integrated circuit
design, improve their productivity and achieve a high return on their
investment. To effect its mission, Avant! has adopted the strategies of
maintaining focus on technological innovation and creating strategic
relationships with customers.

RECENT DEVELOPMENTS

On August 2, 1996 Avant! announced Version 2.0 of its deep submicron product
families which include the Aquarius family of place and route tools; the
Planet family of floorplanning tools; the Star family of simulation, timing,
analysis and RC extraction tools; the Solar family of synthesis-oriented
layout refinement tools; and the Hercules family of physical verification
tools. The Aquarius family consists of Aquarius-BV, which supersedes ArcCell-
BV, Aquarius-XO, which supersedes ArcCell-XO, and Aquarius-GA, which
supersedes ArcGate. The Hercules product family supersedes Avant!'s VeriCheck
product family. The Star family is a new product that analyzes the performance
of deep submicron ICs, including the most complex, high-performance
microprocessors. The Star product family is a full-chip extraction, delay
analysis and data reduction tool for IC designers to use during physical
design. Star is tightly integrated with Avant!'s hierarchical layout and
verification tools, Aquarius and Hercules, to provide efficient, accurate and
predictable IC performance. Anagram's ADM circuit simulation and analysis tool
is currently being integrated into the Star product family. The Solar family
is a new product that optimizes the performance and area of ICs to meet new
deep submicron "golden file" needs. Solar is tightly integrated with Avant!'s
Aquarius family of place and route tools.

In September 1996, Avant! acquired Anagram, a developer of simulation and
analysis ICDA software for high-performance deep submicron ICs. Upon the
closing of the Anagram Acquisition, Anagram became a wholly owned subsidiary
of Avant! and all of the fully-diluted shares of Anagram capital stock were
exchanged for approximately 2,414,000 shares of Avant! Common Stock, with all
options to purchase shares of Anagram capital stock outstanding immediately
prior to the Anagram Closing being assumed by Avant! and converted into
options to purchase shares of Avant! Common Stock. The Anagram Acquisition is
expected to be accounted for as a pooling of interests. See "Risk Factors--
Uncertainty Relating to Integration of Operations and Product Lines;
Management of Growth"and "--Cost of Integration; Transaction Expenses."

Anagram, which was founded in March 1993, develops, markets, and supports
ICDA software for the simulation and analysis of high-performance deep
submicron ICs. Anagram's objective is to establish a significant market
position as a supplier of easy-to-use, high-capacity circuit simulation and
high-accuracy timing analysis software. Anagram's flagship product, ADM, is a
high-capacity circuit simulator for deep submicron

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<PAGE>

processor, graphics, memory, communications, and mixed-signal IC designs. ADM
is designed to be compatible with the most commonly used ICDA tools and to be
easily integrated in the customer's existing design environment and
methodology. Anagram's products help increase IC performance and reliability
and increase designer productivity by enabling designers to characterize large
blocks; to accurately simulate mixed-signal, dynamic logic and memory circuits
where performance, signal integrity and power analyses are essential; and to
reuse high-performance intellectual property without changing the design
process.

Anagram markets its products to major customer accounts through its direct
sales force in the United States and distributors and manufacturer's
representatives in Asia and Japan. End users of Anagram's products consist
primarily of leading electronics companies, such as AMD, Hyundai, LG Semicon,
Motorola, Matsushita/Panasonic, Mitsubishi, National, NEC, S3, SGS-Thomson,
Samsung, Sun Microsystems and Toshiba.

INDUSTRY BACKGROUND

Applications employing ICs have grown dramatically, expanding from
traditional uses in computer systems to a large number of diverse applications
including telecommunications, multimedia, automotive, industrial automation
and consumer electronics. Moreover, complex electronic products are being
introduced at rapidly increasing rates, and increasing worldwide competition
is continuing to shorten product life cycles. These developments have driven
continued improvements in both IC manufacturing process technologies and
design methodologies, enabling the design and fabrication of highly complex
ICs. For example, in the 1970s, a typical IC consisted of a few thousand
transistors implemented in five-micron technology (one micron is one millionth
of a meter). Today, designers and manufacturers are creating ICs consisting of
more than a million transistors implemented in submicron and deep submicron
technologies. These improvements have resulted in smaller, faster, more
complex ICs being produced more rapidly and at a lower cost per function.

EDA software has been an important catalyst for many of the significant
technological advances that have occurred in the semiconductor industry. IC
design has evolved from a manual, time-consuming, error-prone and costly
process to an automated process, resulting in dramatic productivity increases.
The traditional IC design process consists of the following steps:
architectural design, or the outline of the chip's overall architecture;
functional design, the specification of the desired IC functionality using
hardware description languages ("HDLs") and simulation tools; logic design,
the logical implementation of the functional design; and physical design, the
placement and interconnection of physical components and verification that the
physical layout meets logical specifications and manufacturing constraints.
Depending upon the complexity of the IC, the traditional IC design process can
result in multiple iterations between the logic design and physical design
stages, as logical and physical constraints are combined and incorporated into
the design.

Automation of the IC design process began in the early 1970s with computer-
aided design ("CAD") software tools that automated the process of laying out
mask patterns for IC fabrication. In the early 1980s, computer-aided
engineering ("CAE") tools, such as automated place and route software, were
developed to automate the physical design process. Recently, most of the
advances in EDA software technology have been focused on the functional and
logic design stages, such as logic synthesis, HDLs and high-level design
automation ("HLDA") methodologies. Although these advancements have brought
greater efficiency and productivity to the IC design process, many EDA tools,
particularly physical design tools, have not kept pace with advances in
semiconductor process technology and, in particular, deep submicron process
technology.

Deep submicron process technology enables the manufacture of high
performance (over 100 MHz) and highly complex (several million transistors)
ICs in a very small silicon die at decreased manufacturing costs. This process
technology enables the manufacture of ICs with feature sizes approaching 0.25
micron. But such performance, complexity and size introduce significant
challenges to the traditional IC design process.

In deep submicron designs, the total amount of wire ("interconnect") needed
to connect the millions of transistors in these designs is dramatically
increased and the width of the wire is reduced, thereby increasing the time it
takes for a signal to travel from transistor to transistor ("interconnect
delay"). However, because the

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<PAGE>

transistors in a deep submicron design are much smaller and faster than
previous generations, the time it takes for an electronic signal to travel
through a transistor ("gate delay") is greatly reduced. Therefore, in contrast
to designs implemented in technologies greater than 0.5 micron where gate
delay determines the speed of the IC, interconnect delay--not gate delay--
becomes the dominant factor in deep submicron IC performance and physical
design.

The increased importance of interconnect delay, which is not accurately
modeled by logic design tools, makes physical design a critical step in the
design of deep submicron ICs. IC design methodology and software design tools
for deep submicron IC design must consider the physical effects of
interconnect delay during logic design.

Traditional physical design software is based on technology developed seven
to twelve years ago, before deep submicron process technology was developed.
Most of these older tools use gate delay as the critical design factor. In
addition, these products are primarily single-purpose ("point") tools that do
not easily share design data with each other or with other best-of-class point
tool solutions, and typically do not adequately address the other unique
challenges presented by deep submicron designs. As a result, their use in deep
submicron design typically results in lengthy design cycles and designs that
do not meet timing constraints and die size requirements. In some instances,
due to deep submicron design complexity, the older tools are simply unable to
generate the physical layout of the product under design.

Because of the inadequacy of traditional physical design tools for deep
submicron ICs, an innovative solution is required that uses new models and
algorithms and a new methodology that enables designers to consider all design
constraints at both the logical and physical design stages.

TECHNOLOGY AND ARCHITECTURE

As processing technology makes the transition from submicron to deep
submicron, the gap widens between the capabilities of IC process technology
and traditional IC physical design tools. In the continued drive to narrow
this design gap, challenges of increasing design complexity, overall market
pressure for a shorter design cycle, and faster IC performance must be
addressed by IC physical design tools. The design methodology, assumptions and
modeling methods used in traditional IC physical design tools often break down
in deep submicron. Deep submicron process technology requires that the logic
design and physical design tools share information ("vertical integration") in
order to address the critical issues of increased design complexity, shortened
design cycle, faster IC performance and improved productivity through faster
design convergence. Avant! works closely with Synopsys, the industry market
share leader in synthesis technology, to make Avant!'s physical design tools
compatible with Synopsys' logic synthesis tools to enable a more comprehensive
solution for deep submicron IC design.

The drive toward deep submicron has accelerated the use of system-on-chip
designs as well as embedded designs, which combine standard-cell application-
specific standard product ("ASSP") design styles with gate array application-
specific IC ("ASIC") design styles. The structure of Avant!'s architecture
enables designers to combine different design styles into a single design
environment ("horizontal integration").

Avant!'s product architecture is designed to solve the problems presented by
deep submicron IC design. The architecture is comprised of an efficient
unified hierarchical physical design database, a set of proprietary
technologies shared by the physical design products, an interactive physical
design floorplanner, an interactive unified layout editor and a common
graphical user interface.

Unified hierarchical physical design database. The foundation of Avant!'s
architecture is the unified hierarchical physical design database. This
database is compact and finely tuned to efficiently manage deep submicron IC
design data. All of Avant!'s products utilize this unified database for
information exchange and storage.

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<PAGE>

Shared proprietary technologies. Avant! has developed a set of proprietary
technologies for deep submicron IC physical design. See "Risk Factors--
Litigation Risk" and "--Limitations on Protection of Intellectual Property and
Proprietary Rights." Avant!'s products utilize one or more of the following
internally developed proprietary technologies and innovative software
algorithms.

. Progressive lookahead placement and routing. Unlike traditional IC
physical design in which the placement and routing steps are separate
and disjoint, Avant! has developed a unique progressive lookahead
placement and routing method. In this method, each step interacts with
the next, thereby forming a tight coupling between the placement and
routing engines for improved physical design results.

. All-path timing-driven design. Avant! has developed an innovative "Slack
Graph" algorithm, available as an option, that efficiently manages
design timing constraints on 100% of the paths in a design during the
automated layout design process without significant degradation in run
time performance. This algorithm achieves faster convergence of design
timing, especially for high performance, high density, deep submicron
ICs. Avant! has received a patent relating to this algorithm.

. Clock management. Avant! has developed an innovative delay-balanced
clustering algorithm, available as an option, that supports multi-level
clock tree synthesis, buffer cell insertion and all-path, all-cell
sizing optimization for improved design timing performance.

. Automated data preparation. Avant! has developed a proprietary algorithm
for automatically preparing the customer's IC physical design library to
be used with Avant!'s products. This algorithm analyzes the intrinsic
design characteristics of the library and its contents, and extracts
additional information from the library for the physical layout tools to
produce more aggressive design results. The close interaction between
the customer's IC design library and the physical design tool reduces
design time and produces designs with smaller die size. Avant! has
received a patent relating to this algorithm.

. Parasitic extraction and timing delay calculation. Avant! has developed
a method for capturing ("extracting") the lumped or distributed values
of interconnect resistance and capacitance ("parasitics") and for
calculating the timing delays caused by these parasitics. Avant!
supports parallel line capacitance to accurately model deep submicron
design timing behavior.

In addition to these technologies, Avant! also provides layout verification
for design rule checking ("DRC"), layout vs. schematic ("LVS") checking and
design timing verification.

Interactive physical design floorplanner. Avant! provides an interactive
physical design floorplanner that includes design timing estimation and
planning, physical design area planning, partitioning, design management and,
when used with Avant!'s Synopsys option, interfacing with logic synthesis
tools.

Interactive unified layout editor. Avant! also provides an interactive
unified layout editor for modifying the design layout during the physical
design process. The layout editor is easy to use thereby enhancing designer
productivity.

Unified graphical user interface. Avant!'s IC physical design products share
a common graphical user interface. Avant! supports the industry standard X-
Windows and Motif user interfaces to provide clear forms and user-friendly
prompts and messages.

PRODUCTS

Avant!'s products are based on its proprietary architecture and technology,
which provide a breadth of automated IC physical design capabilities. Avant!'s
product architecture is designed to solve the problems inherent in submicron
(less than 1.0-micron feature size) and deep submicron (less than 0.5 micron
feature size) IC design and to offer improved time to market, reduced
development and manufacturing costs, and enhanced IC performance when compared
to previous generations of ICDA software.

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<PAGE>

Avant! products are designed to be compatible with the most commonly used
ICDA tools and to be easily integrated into the customer's existing design
environments and methodologies through industry standard interfaces. Avant!'s
products are written in C, run on Unix workstations such as those from Sun
Microsystems, Inc. and Hewlett-Packard Company, and support industry standards
such as Motif, XWindows, GDSII Stream format, EDIF, SDF, SPICE and Verilog.

Avant!'s Aquarius family of cell-based place and route products includes
Aquarius-BV, for standard-cell IC designs with up to three layers of metal,
and Aquarius-XO, for more complex standard-cell and mixed-block IC designs
with up to six layers of metal. Aquarius-BV and -XO reduce die size and
shorten the design cycle by combining the advantages of over-the-cell channel
routing and channel compaction with the flexibility of area-based maze
routing.

Avant!'s Aquarius-GA product is an advanced e-layer metal place and route
system for gate-array ICs. ArcGate increases gate utilization and minimizes
design congestion by using proprietary congestion-driven placement and routing
algorithms. Aquarius-GA includes many of the same features as Aquarius-BV and
- -XO to improve circuit performance. Aquarius-GA supports embedded designs
through its horizontal integration with Aquarius-BV and -XO.

Avant! believes that its Hercules family of design verification software is
the industry's most advanced suite of IC physical verification products. The
Hercules family of tools is divided into two groups: geometric and electrical
verification products and the newly introduced extraction products. Hercules'
first module for design rule checking ("DRC") was introduced in January 1992
and is the first hierarchical system offered for complex submicron design.
Hercules now includes a comprehensive suite of hierarchical products
addressing geometric and electrical verification, layout versus schematic
comparisons and parasitic extraction for resistance and capacitance ("RC")
analysis. Hercules extraction products consist of a full-chip hierarchical
capacitance extractor and a critical net resistance and capacitance extractor.

The LTL layout editor was the first product developed by Avant!, and had
been its cornerstone product before the introduction of Hercules in 1992. The
LTL family of layout products executes under UNIX or MS-DOS operating systems
and runs on popular platforms including DEC, HP, IBM and Sun workstations and
on 386/486-based PCs. See "Risk Factors--Uncertainty Relating to Integration
of Operations and Product Lines; Management of Growth" and "--Product
Concentration."

CUSTOMERS

Avant! focuses its sales and marketing efforts on creating strategic
relationships with technology leaders in IC design and with early adopters of
the most advanced EDA tools. By creating strong relationships with industry
leaders, Avant! receives critical technical feedback that enables it to
develop and implement proprietary design technologies and methodologies. In
addition, strategic relationships with these companies can create influential
references for other prospective customers.

The market for Avant!'s physical layout, verification and analysis products
encompasses a wide range of industries, including semiconductor, computer,
consumer electronics, multimedia and telecommunications IC companies
worldwide. End-users of Avant!'s products range from small companies to a
number of the world's largest manufacturing organizations. Approximately 1,000
of Avant!'s physical layout and verification systems are currently installed
worldwide at approximately 200 companies as of June 30, 1996.

In 1995, Intel accounted for 12% of Avant!'s revenue. IBM accounted for 13%
and 12% of Avant!'s revenue in 1994 and 1993, respectively. Motorola accounted
for 29% of Avant!'s revenue in 1993. Avant! does not believe that seasonality
is a significant factor in sales.

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<PAGE>

SALES AND MARKETING

Avant! markets its products in North America and Europe primarily through
its direct sales and support force. Avant! employs highly skilled engineers
and technically proficient sales persons capable of serving the sophisticated
needs of its prospective customers' engineering and management staffs. Avant!
has domestic sales and support offices in or near Austin, Texas; Boston,
Massachusetts; Chicago, Illinois; Dallas, Texas; Los Angeles, California;
Research Triangle Park, North Carolina; and Sunnyvale, California; sales and
support offices in London, England, and Tokyo, Japan; and support offices in
Munich, Germany and Seoul, South Korea. In addition to its direct sales and
marketing efforts, Avant! participates in industry trade shows and organizes
seminars to promote the adoption of its products and methodologies.

In Asia, Avant! markets its products primarily through a limited number of
Third Party Sellers that license and service Avant! products in this market.
Avant! also supports these distributors and representatives and their
customers with technical, sales and management personnel. See "Risk Factors--
Risks Associated with International Licensing" and "--Dependence Upon
Distributors and Manufacturer's Representatives."

Since Avant!'s products are used by highly skilled professional engineers,
in order to be effective a Third Party Seller must possess sufficient
technical, marketing and sales resources and must devote these resources to a
lengthy sales cycle, customer training and product service and support. Only a
limited number of Third Party Sellers possess such resources. In addition,
Avant!'s Third Party Sellers generally offer products of several different
companies, including, in some cases, products that are competitive with
Avant!'s products. There can be no assurance that Avant!'s current Third Party
Sellers will choose to or be able to market or service and support Avant!'s
products effectively, that economic conditions or industry demand will not
adversely affect these or other Third Party Sellers, that any Third Party
Seller will continue to market and support Avant!'s products or that these
Third Party Sellers will not devote greater resources to marketing and
supporting products of other companies. The loss of, or a significant
reduction in revenue from, one of Avant!'s Third Party Sellers could have a
material adverse effect on Avant!'s business, operating results or financial
condition. See "Risk Factors--Dependence Upon Distributors and Manufacturer's
Representatives."

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<PAGE>

AVANT! MANAGEMENT

The executive officers and directors of Avant! are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Gerald C. Hsu 49 President, Chief Executive Officer and Chairman of the Board of Directors
Y. Eric Cho 48 Senior Vice President of Corporate Operations, Secretary and Director
John P. Huyett 42 Vice President of Financial & Administrative Services, Chief Financial
Officer and Treasurer
Tench Coxe 37 Director
Robert C. Kagle 40 Director
Tatsuya Enomoto 55 Director
</TABLE>

Mr. Hsu joined Avant! in March 1994 as President, Chief Executive Officer
and a director, and has been Chairman of the Avant! Board of Directors since
November 1995. From July 1991 to March 1994, Mr. Hsu was employed by Cadence,
where his last position was President and General Manager of the IC Design
Group. From June 1988 to July 1991, Mr. Hsu was employed by Sun Microsystems,
Inc., an engineering workstation company, where his last position was Director
of Strategic Business Development. Mr. Hsu holds an S.M. in Ocean Engineering
from the Massachusetts Institute of Technology, an M.S. in Mechanics and
Hydraulics from the University of Iowa and a B.S. in Applied Mathematics from
the National Chung-Hsing University.

Dr. Cho co-founded Avant! in February 1991 and has been a director of Avant!
since such date. From January 1996 to the present, Dr. Cho has served as the
Senior Vice President of Corporate Operations. From October 1993 until January
1996, he served as the Vice President of Asian Operations. From the inception
of Avant! until October 1993, Dr. Cho served as Vice President of Sales and
Marketing. From September 1986 to February 1991, Dr. Cho was employed by
Cadence where his last position was a Marketing Director of the IC Division.
Dr. Cho holds an M.B.A. from New York University, an M.S. and a Ph.D. in
Electrical Engineering and Computer Science from the University of California,
Berkeley and a B.S. in Electrical Engineering from the National Chiao-Tung
University, Taiwan.

Mr. Huyett has served as Vice President of Financial & Administrative
Services, Chief Financial Officer and Treasurer since he joined Avant! in
connection with the merger of Integrated Silicon Solutions, Inc. ("ISS") with
and into Avant! in November 1995. From July 1993 to November 1995, Mr. Huyett
served as Vice President of Finance and Chief Financial Officer of ISS. Mr.
Huyett also served as Treasurer and Secretary of ISS from October 1994 to
November 1995. Prior to July 1993, Mr. Huyett was a partner with KPMG Peat
Marwick LLP, independent auditors to Avant!.

Mr. Coxe has been a director of Avant! since February 1992. Mr. Coxe is a
general partner of the general partner of Sutter Hill Ventures, a venture
capital investment firm, and has been associated with Sutter Hill Ventures
since 1987. Mr. Coxe holds a B.A. in Economics from Dartmouth College and an
M.B.A. from the Harvard Business School.

Mr. Kagle has been a director of Avant! since February 1992. Mr. Kagle has
been a general partner of Benchmark Capital, a venture capital investment
firm, since 1995, and has been a general partner of TVI Management, the
general partner of Technology Venture Investors, a venture capital investment
firm, since 1986. Mr. Kagle also is a director of Viasoft, Inc., a software
company. Mr. Kagle holds a B.S. in Electrical Engineering from the General
Motors Institute and an M.B.A. from the Stanford Graduate School of Business.

Dr. Enomoto has been the President of Mitsubishi Electric Semiconductor
Software Corporation, a semiconductor engineering company and a subsidiary of
Mitsubishi Electric Corporation ("MELCO"), since June 1993. From 1962 to June
1993, Dr. Enomoto was employed by MELCO where his last position was General
Manager of the ASIC Design Engineering Center. Dr. Enomoto holds a Ph.D. in
Engineering from the University of Tokyo.

Upon the closing of the Merger, the Avant! Board intends to appoint Shawn M.
Hailey, the President and Chief Executive Officer of Meta, to the Avant! Board
to fill the vacancy created by the resignation of Robert C. Kagle.

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<PAGE>

MARKET PRICE OF AVANT! COMMON STOCK; DIVIDENDS

Avant! Common Stock is traded in the over-the-counter market on The Nasdaq
National Market under the symbol "AVNT." The following table sets forth for
the periods indicated the high and low sale prices as reported by The Nasdaq
National Market.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
------------- ------ ------
<S> <C> <C>
1995:
June 30, 1995 (beginning June 7, 1995)......................... $34.00 $26.50
September 30, 1995............................................. $51.00 $33.25
December 31, 1995.............................................. $46.00 $34.25
1996:
March 31, 1996................................................. $26.25 $14.00
June 30, 1996.................................................. $27.75 $16.25
September 30, 1996 (through September 25, 1996)................ $34.50 $20.50
</TABLE>

On August 21, 1996, the last full trading day before the date of the
announcement of the execution of the Plan of Reorganization by Avant! and
Meta, the closing sale price of Avant! Common Stock as reported by The Nasdaq
National Market was $29.50 per share. On September 25, 1996, the last trading
day for which quotations were available at the time of printing this Joint
Proxy Statement/Prospectus, the closing sale price of Avant! Common Stock as
reported by The Nasdaq National Market was $28.13 per share. As of September
20, 1996, there were 120 holders of record of Avant! Common Stock.

No cash dividends have been paid on the Avant! Common Stock since Avant!'s
initial public offering. Avant! does not anticipate paying cash dividends in
the foreseeable future.

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<PAGE>

META BUSINESS

OVERVIEW

Meta develops, markets and supports simulation and library generation
software products for use in IC design. Meta's products include HSPICE, an
industry leading circuit simulator in use at over 1,500 customer sites
worldwide, and MASTER Toolbox, an automated cell characterization and library
generation program introduced in late 1994. Meta's products assist IC
designers in ascertaining whether semiconductor devices based on their designs
will meet functional and performance specifications when fabricated in
silicon. Meta believes that its products can be used to reduce time to market,
enhance IC performance, lower design costs and validate designs across
multiple foundries. Meta markets its products worldwide through a direct sales
force and selected distributors and sales representatives and offers
comprehensive service and training. Meta's customers include AMD, Fujitsu,
Motorola, Samsung, Silicon Graphics, Sun Microsystems and Texas Instruments.

INDUSTRY BACKGROUND

The use of ICs in a wide variety of products, including computers,
networking equipment, cellular telephones, consumer electronics, automotive
diagnostic systems and medical and scientific instruments, has led to dramatic
growth in the worldwide market for ICs. According to Dataquest, the worldwide
IC market now exceeds $100 billion annually, with approximately 30% of the
market in memory chips, such as RAMs, ROMs, EEPROMs and flash memories, 40% of
the market in logic chips, such as microprocessors and ASICs, and the balance
of the market in other components.

The market for EDA tools used in IC design has also experienced significant
growth. Many of such tools were originally developed by IC designers for
internal use. In recent years, however, several factors have increased the
need for externally developed EDA tools. Advances in semiconductor process
technology to deep submicron (less than 0.5 micron) geometries have greatly
increased the complexity of semiconductor devices. Such advances have placed
greater demands on EDA tools and increased the difficulty and cost associated
with internal development and maintenance of such tools. In addition, the
emergence of independent foundries that manufacture semiconductors for
multiple customers and the establishment of partnerships among semiconductor
manufacturers have created the need for a common set of EDA tools.

The IC design process typically has four stages: functional design, logic
design, circuit design and physical design. While the design of logic chips
involves all four stages, the design of memory chips (which incorporate
relatively little logic) typically involves only the circuit and physical
design stages. Each stage of the IC design process requires EDA tools that
analyze and verify the IC. Analysis and verification are performed with tools
known as simulators which are used to evaluate whether a chip based upon a
given design will meet functional and performance specifications when
fabricated in silicon. Simulators are necessary for yield optimization, which
has become increasingly important in cost-sensitive memory chip fabrication.
Simulators depend on collections of models known as libraries to accurately
predict performance. To make accurate prediction possible, libraries must
reflect and be calibrated to silicon performance.

Simulators and libraries work together from the initial functional design
stage through the final physical design stage. Functional design involves the
translation of functional and performance specifications into an HDL
description. The resulting HDL description, the HDL logic library and a series
of test patterns are then processed by a program known as a logic simulator,
of which Verilog is the most common. The logic simulator's waveform output is
then compared against the functional specification to verify the HDL
description. Logic synthesis reduces the verified HDL description and the
synthesis model library to a gate level description. The resulting gate level
description, the gate level logic library and a series of test patterns are
then processed by the logic simulator, and the resulting waveform output is
compared against the functional specification to verify the gate level
description.

At the circuit design stage, the verified gate level description, the
transistor level circuit library, the process library and a series of test
patterns are processed by a circuit simulator and a timing simulator. A
circuit simulator

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<PAGE>

is used for critical path validation, noise margin analysis as well as speed
and power optimization, while a timing simulator is used for overall timing
performance verification. In addition to performing critical path and noise
analysis, a circuit simulator is used to generate certain libraries. A circuit
simulator and a process library are used to create the transistor level
circuit library which defines the type, size and interconnection of the
components of the physical cell library. Together with the circuit library and
a cell characterization program, a circuit simulator also generates the logic
and synthesis libraries.

During physical design, place and route programs use the cell library and
the gate level description to generate the physical design of the IC.
Manufacturing commences following successful verification that the functional
and performance specifications have been met. Iteration of the entire design
process may be required if any of the IC design libraries fail to meet
accuracy requirements.

Libraries must be generated rapidly so that the design process may begin.
Increases in the number, size and complexity of libraries have made rapid
library generation critical to the overall IC design process. Frequent
improvements in process technology have created the need to generate libraries
to characterize each new process and to reimplement older designs on newer
processes. To remain competitive, IC vendors must now generate five to ten
times as many libraries each year as was previously required, with each
library containing up to 20 times as many cells as there were previously
contained therein.

Libraries must also be highly accurate to reduce design iteration and
failure. For IC design purposes, accuracy encompasses both traceability to
silicon and consistency among libraries. Advances in semiconductor process
technology have made the generation of libraries that accurately reflect
silicon behavior more difficult. Such advances require that libraries be
expanded to include interconnect delay as such delay becomes more important at
smaller geometries. In addition, capital requirements for establishing and
maintaining foundries have caused IC design firms to increasingly rely on
outsourcing the manufacturing of ICs to one or more external foundries. In
order to effectively serve as the final sign off before production, libraries
must account for variations in physical behavior of silicon caused by the
individual characteristics of a foundry process.

To reduce time to market, lower design costs, enhance IC performance and
validate designs across multiple processes, there is a critical need for rapid
and accurate simulation and library generation products.

PRODUCTS AND SERVICES

Meta provides products for the IC design process as well as the generation
of libraries required for such process.

IC Design Tools

HSPICE. HSPICE is a circuit simulator that validates critical paths,
performs noise margin analysis and optimizes the tradeoffs between IC speed
and power prior to commencement of fabrication. HSPICE incorporates special
analysis features for performance and for yield optimization, which has become
increasingly important in cost-sensitive memory chip fabrication. These
features, coupled with the high accuracy time algorithms included in HSPICE,
form a critical enabling technology for advanced DRAM and SRAM design. As a
result of these features, faster and lower power semiconductor devices that
utilize the full advantages of a deep submicron process can be designed.
Whereas a typical simulator experiences difficulty in simulating circuits of
more than 1,000 transistors, HSPICE allows the accurate analysis and
verification of circuits of up to 300,000 transistors. HSPICE is also used to
establish the electrical design rules for a chip and to define the parameters
required for IC layout, placement and routing. HSPICE was introduced in 1980
and is now in use at over 1,500 customer sites.

HSPICE utilizes methods of reducing the sensitivity of the core Newton-
Raphson circuit simulation algorithm to convergence failure and a high
performance sparse matrix circuit solver which enables the simulator to
rapidly solve complex circuits and to provide detailed and numerically
reliable circuit behavior modeling.

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<PAGE>

HSPICE is based on algebraic equations constructed in a unique fashion that
reduces discontinuity rates, improves simulator speed and facilitates the
extraction of parameter values for process libraries.

METAWAVES. MetaWaves is a waveform analyzer that allows IC designers to
analyze the numerical results of an HSPICE circuit simulation in a graphical
environment. Meta believes that MetaWaves is distinguished by its capacity to
handle large output files and its intuitive user interface. Meta introduced
MetaWaves in mid-1995.

METALINK. MetaLink is an interface developed by Meta to link its HSPICE
circuit simulator with the design environments supplied by Cadence and Mentor
Graphics, allowing IC designers to access the full capabilities of HSPICE from
within those design environments. Meta introduced MetaLink in early 1995.

METAMANAGER. MetaManager is a family of tools that provide waveform
generation, waveform viewing, simulation management, library management and
integration into schematic tools. In addition, MetaManager provides the
capability to estimate transistor layout geometries such that a designer can
simulate a circuit prior to layout. Meta introduced MetaManager in 1996.

Library Generation Solutions

Logic and Synthesis Libraries

MASTER TOOLBOX. MASTER (Model Analysis Software Tool Environment Resource)
Toolbox is an automated cell characterization and library generation tool.
MASTER Toolbox generates logic and synthesis libraries from circuit libraries.
MASTER Toolbox is an enterprise-level solution that includes a wide variety of
simulators and modelers. Meta introduced MASTER Toolbox in late 1994.

MASTER Toolbox incorporates a patented method for automation of logic
function analysis through use of a neutral intermediate format between circuit
simulator output and logic and synthesis model requirements.

PERSONAL TOOLBOX. Meta is currently developing PERSONAL Toolbox, a lower
priced, limited form of MASTER Toolbox directed at the individual designer.
PERSONAL Toolbox will feature a subset of the simulators and modelers included
in MASTER Toolbox.

META I/O. Meta I/O manages libraries of simulation models based on Intel's
IBIS (Input/Output Buffer Information Standard). IBIS allows the simulation of
I/O performance at the system level without revealing an IC vendor's
proprietary technologies. Meta introduced Meta I/O in mid-1995.

Circuit and Cell Libraries

HSPICE. IC designers use HSPICE to design the circuit library from which the
physical cell library is derived. HSPICE performs the timing, power and noise
margin analysis necessary for verification that circuit and cell libraries
meet functional and performance specifications.

Process Libraries

META-LABS. Meta offers its Meta-Labs service to assist customers in
generating process libraries. Meta designs a test chip using the customer's
design rules. The customer then fabricates wafers from the test chip design
and provides such wafers to Meta. Meta then analyzes the test chip and
generates process libraries. Since its introduction in the late 1980s, Meta-
Labs has generated process libraries for many of the world's leading IC
vendors.

METATESTCHIP. Meta licenses test-chip mask rights to customers who wish to
generate process libraries internally. MetaTestchip is available for CMOS,
BiCMOS, Gallium Arsenide and ECL bipolar processes. MetaTestchip is designed
to achieve line width resolutions as tight as 150 atoms and oxide thickness
resolutions of one quarter of an atom on a repeatable basis. Such highly
accurate resolutions facilitate the measurement of

79
<PAGE>

the specific characteristics of a foundry, which is essential to the
development of process libraries. Meta introduced MetaTestchip in the late
1980s.

ATEM/DEVICE MODEL BUILDER. ATEM (Automatic Test for Electrical
Measurement)/Device Model Builder is an advanced modeling and characterization
tool designed to help engineers develop complex device model libraries and
parameters for submicron process technologies. ATEM/Device Model Builder is
intended to address an engineer's need to develop complex device models based
on advanced model equations. ATEM/Device Model Builder uses HSPICE to evaluate
and verify model equations. Meta introduced ATEM/Device Model Builder in early
1995.

Simulation Solutions

METACIRCUIT. MetaCircuit is a high-capacity, high-performance transistor-
level timing simulator which simulates analog and digital circuits. Meta
introduced MetaCircuit in mid-1996.

HSPICE HDLA. Hspice HDLA is a simulator for device and system behavior
models based on the Verilog-A language. Meta introduced Hspice HDLA in 1996.

Meta's products are designed with an architecture that allows customers to
integrate Meta's software with other EDA environments such as those provided
by Cadence, Mentor, Synopsys and Viewlogic. Meta's products operate on the
most widely used UNIX-based workstations, as well as DOS and Windows NT-based
IBM-compatible personal computers. The products operate on standard networking
environments such as NFS, TCP/IP and Ethernet.

CUSTOMERS

Meta's customers include companies in the high speed IC design market,
computer systems and other systems level customers and educational
institutions. Meta's customers include AMD, Fujitsu, Motorola, Samsung,
Silicon Graphics, Sun Microsystems and Texas Instruments. Of Meta's customers,
no single customer accounted for more than ten percent of Meta's total
revenues in the year ended December 31, 1995 or the six months ended June 30,
1996.

SALES AND MARKETING

Meta markets its products and services worldwide. Meta markets its products
and services in North America and Europe primarily through its direct sales
force. In North America, Meta operates from its headquarters in California,
and sales offices in Phoenix, Dallas and Boston. In Europe, Meta markets its
products and services through a subsidiary in Switzerland, Meta-Software SA,
its wholly owned subsidiary in Germany, Meta-Software Deutschland GmbH,
located in Munich, Germany, and through country-specific distributors.

In Asia, Meta markets its products and services primarily through a limited
number of distributors and sales representatives. In Japan, Meta has
established a distribution relationship with NTT-AT. NTT-AT has over 20 people
dedicated to the sales and support of Meta's products in Japan. Meta has also
recently opened a direct sales office of its wholly owned subsidiary in Japan,
Meta-Software, Japan Inc., located in Tokyo, Japan. In Korea, Taiwan and
Singapore, Meta's sales are supported by local sales representatives.

International revenue, derived principally from sales to customers in Asia,
accounted for approximately 37%, 40%, 40% and 47% of net revenue for the years
ended December 31, 1993, 1994, 1995 and the six months ended June 30, 1996,
respectively. NTT-AT accounted for 14%, 15%, 14% and 18% of Meta's total
revenue in 1993, 1994, 1995 and the six months ended June 30, 1996,
respectively. Meta's distribution agreement with NTT-AT expired in May 1996,
and, subsequent to such time, Meta and NTT-AT have been conducting business in
good faith on substantially the same terms as set forth in the recently
terminated distributor agreement. There can be no assurance that NTT-AT will
continue to serve as Meta's distributor. No other distributor, OEM or customer
accounted for over ten percent of Meta's total revenue in such periods.

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<PAGE>

Meta employs highly skilled engineers and technically proficient sales
persons capable of serving the sophisticated needs of prospective customers'
engineering and management staffs. Meta's sales channels, both direct and
indirect, are supported by field application engineers trained by Meta.

CUSTOMER SERVICE AND SUPPORT

A critical component of Meta's strategy is to provide a wide range of
customer support services. These services include hotline support, on-site
support and training. Customers with maintenance agreements receive all
product enhancement releases and hotline support without additional charge.
On-site support and training are priced separately. Product support is
provided pursuant to renewable annual maintenance contracts. Approximately
21%, 24%, 26% and 27% of Meta's net revenue was realized from maintenance
contracts in 1993, 1994, 1995 and the six months ended June 30, 1996,
respectively.

RESEARCH AND DEVELOPMENT

Meta believes that its future success will depend in large part upon its
ability to enhance its current products and to develop and introduce new
products on a timely and cost-effective basis. Meta's product development
efforts are currently focused on developing additional products and services
to complement its core business of circuit simulation and library products,
including a high speed circuit simulator, a mixed signal simulator and logic
model library generation tools for complex block functions. Meta has in the
past acquired and may in the future acquire certain technologies as part of
such development efforts. Meta's product development efforts emphasize
enhancement and integration of internally and externally developed
technologies. Meta is also currently developing versions of its products for
use on additional platforms, including personal computers running Microsoft's
Windows operating system. Meta believes that as the performance of personal
computers continues to improve, IC designers will increasingly run their EDA
tools on personal computers. Such a trend could result in additional
competition for Meta and a decrease in the average license fee Meta receives
for its products.

As of June 30, 1996, Meta's research and development group consisted of 31
full time employees. During 1993, 1994, 1995 and the six months ended June 30,
1996, Meta's research and development expenses were $3.2 million, $4.0
million, $5.9 million and $2.9 million, respectively. To date, all software
development costs have been expensed as incurred. Meta anticipates that it
will continue to commit substantial resources to research and development in
the future.

COMPETITION

The EDA industry is highly competitive. In general, Meta's competition comes
from two sources: EDA vendors and internal design groups of major
semiconductor manufacturers. To date, most of Meta's revenue has resulted from
sales of circuit simulation tools, a market segment in which Meta expects
competition to increase and Meta's market share to decline, as other EDA
vendors introduce simulation products and product enhancements. In addition,
Meta has recently expanded its product offerings to include additional library
generation tools and intends to further expand its product offerings to offer
other EDA tools. In selling these products, Meta will compete increasingly
with established EDA vendors, including Cadence, EPIC, Mentor, Viewlogic,
MicroSim Corporation and, upon completion of the Anagram Acquisition, Avant!.
Many EDA vendors have significantly greater financial, technical and marketing
resources and greater name recognition than Meta. In addition, as a result of
the wide acceptance of EDA tools offered by major EDA vendors, these vendors
have established long-term relationships with many of Meta's current and
potential customers and have the ability to offer customers a broad suite of
products. There can be no assurance that these EDA vendors will not use their
superior resources, visibility and installed customer bases to market their
products successfully over those of Meta. Moreover, the EDA industry has
become increasingly concentrated in recent years as a result of acquisitions,
including the Anagram Acquisition. Meta expects that competition will increase
as a result of these acquisitions and other industry consolidations.

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<PAGE>

In addition to competition from EDA vendors, Meta also faces competition
from internal design groups of major semiconductor manufacturers who design
and develop their own customized simulation tools for their own particular
needs and therefore may be reluctant to purchase products offered by Meta or
other independent vendors. There can be no assurance that Meta will be able to
convert such users to Meta's products.

Meta believes that the principal competitive factors in the market for its
products are quality of results, product performance, technical support,
support of industry standards, integration of products with other tools, price
and reputation. Meta believes that it currently competes favorably with
respect to most of these factors. However, there can be no assurance that Meta
will be able to compete successfully against current and future competitors or
that competitive pressures faced by Meta will not have a material adverse
effect on Meta's business, operating results or financial condition.

PROPRIETARY RIGHTS

Meta relies primarily upon a combination of copyright, mask right and
trademark laws to establish and protect proprietary rights in its products.
Meta seeks to protect the source code for its products both as a trade secret
and as an unpublished copyrighted work. Meta generally enters into proprietary
information and confidentiality agreements with its employees and
distributors, and limits access to and distribution of its software,
documentation and other proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use Meta's
products or technology without authorization, or to develop similar technology
independently. In particular, Meta has on occasion distributed its products
pursuant to "shrink wrap" licenses. There can be no assurance that such
licenses are enforceable. In addition, effective copyright, mask right and
trade secret protection may be unavailable or limited in certain foreign
countries. Meta attempts to limit the unauthorized use of its licensed
software through authorization codes that are required to enable its software.
Certain of Meta's customers have expressed an interest in sharing such
authorization codes among their various offices located around the world. If
any customer were to do so, it could pass authorization codes around its
corporate wide-area network from one time zone to another, allowing it to use
one licensed copy of Meta's software more efficiently. There can be no
assurance that Meta will be able to prevent or discourage such use. Any such
use could reduce a customer's need for additional copies of Meta's software
and, as a result, could have a material adverse effect on Meta's business,
operating results and financial condition. Because the EDA industry is
characterized by rapid technological change, Meta believes that factors such
as the technological and creative skills of its personnel, new product
developments, frequent product enhancements, name recognition and reliable
product maintenance are more important to establishing and maintaining a
technology leadership position than the various legal protections of its
technology. Meta holds one patent with regard to its MASTER Toolbox product.

EMPLOYEES

As of June 30, 1996, Meta employed a total of 117 people on a full-time
basis, including 31 in research and development, 44 in sales and marketing, 21
in services and 15 in a general and administrative capacity. Meta also employs
a number of temporary employees and consultants on a contract basis. None of
Meta's employees is represented by a labor union with respect to his or her
employment by Meta. Meta has not experienced any work stoppages and considers
its relations with its employees to be good. However, Meta's future success
will depend, in part, upon its ability to attract and retain qualified
personnel. Competition for qualified personnel in the EDA industry is intense,
and there can be no assurance that Meta will be successful in retaining its
key employees or that it will be able to attract skilled personnel as Meta
grows.

PROPERTY

Meta's principal administrative, sales, marketing, research and development
facility is located in one approximately 40,000 square foot building in
Campbell, California. Meta leases this building from Santolina

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<PAGE>

Associates, a partnership consisting of Shawn M. Hailey and Jan Crawford
(spouses) and Kim L. Hailey pursuant to a lease expiring in 1999. Meta also
leases sales offices in Arizona, Texas, Massachusetts, Japan, Switzerland and
Germany. Meta believes that its existing facilities are adequate to meet its
current needs and that additional space will be available as needed.

Avant! considers the Campbell, California facility to be a duplicate
facility and expects to terminate this lease upon consummation of the Merger.

LEGAL PROCEEDINGS

In March 1993, Meta filed a complaint in Santa Clara Superior Court against
Silvaco Data Systems, Inc. and related parties (collectively, "Silvaco")
seeking monetary damages and injunctive relief. Meta's complaint alleged,
among other things, that Silvaco breached its representative agreement with
Meta by withholding customer payments for products and services that had been
delivered, and by failing to pay royalties on software that Silvaco sold to
others. In addition, the complaint alleged that Silvaco defrauded Meta. Meta
was awarded $529,828 under Santa Clara County Superior Court's judicial
arbitration program in August 1995. Both parties have rejected the award and
requested a trial de novo on the issues involved. In August 1995, Silvaco
filed a cross-complaint against Meta alleging, among other things, that Meta
owes Silvaco royalties and license fees pursuant to a DLL 2000 product
development and marketing program, and unpaid commissions related to Silvaco's
sale of Meta's products and services under the distributorship agreement. Meta
duly filed an answer to the cross-complaint denying the allegations contained
therein. In July 1996, Silvaco filed a first amended cross-complaint, adding
Shawn Hailey, the President, CEO, and a major shareholder of Meta, as a
personal defendant, and further alleging defamation, interference with
economic advantage, unfair competition, and abuse of process by acts or
statements made by Meta or its agents. Meta has duly filed an answer to the
first amended cross-complaint denying the allegations contained therein.

On September 3, 1996, Katherine Ngai Pesic and Ivan Pesic (the "Pesics"),
related parties in Meta's complaint against Silvaco, filed a complaint in
Santa Clara County Superior Court naming Meta, Shawn Hailey, and Meta's
attorneys Thomas White and George Cole as related defendants. The Pesics'
complaint alleges that Meta and related defendants abused the legal process,
invaded the Pesics' privacy, and intentionally inflicted emotional distress
upon them during the discovery process of Meta's case against Silvaco and the
Pesics. Meta is assessing the claims asserted in the Pesics' complaint, and
expects to file a demurrer and, if necessary, an answer to the complaint
denying the allegations contained therein.

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<PAGE>

META SELECTED FINANCIAL DATA

The statement of income data presented below for the years ended December
31, 1993, 1994 and 1995 and the balance sheet data as of December 31, 1993,
1994 and 1995 are derived from the financial statements of Meta that have been
audited by KPMG Peat Marwick LLP, independent certified public accountants.
The statement of income data presented below for the six-month periods ended
June 30, 1995 and 1996 are derived from Meta's unaudited financial statements
included elsewhere in this Joint Proxy Statement/Prospectus. The unaudited
financial statements have been prepared by Meta on a basis consistent with
Meta's audited financial statements and include all adjustments, consisting
only of normal recurring adjustments, which management believes necessary for
a fair presentation of the information. Operating results for the six-month
period ended June 30, 1996 are not necessarily indicative of results to be
expected for the year ending December 31, 1996 or any future period. The data
set forth below should be read in conjunction with "Meta Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included elsewhere in the this
Joint Proxy Statement/Prospectus.

The unaudited pro forma net income and per share data presented below
include a provision for income taxes of approximately 36% as if Meta had been
a C Corporation. The shares used in computing pro forma net income per share
include 881,818 additional shares representing the shares that would need to
be sold at an assumed initial public offering price of $11.00 per share to pay
a final S Corporation distribution of approximately $9.7 million. See Notes 5
and 6 of Meta Notes to Financial Statements.

<TABLE>
<CAPTION>
SIX-MONTH
YEARS ENDED PERIODS ENDED
DECEMBER 31, JUNE 30,
----------------------- --------------
1993 1994 1995 1995 1996
------- ------- ------- ------- ------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net revenue:
Product license..................... $10,523 $13,818 $17,456 $ 7,413 $9,970
Maintenance and service............. 3,254 5,834 7,825 3,448 4,919
------- ------- ------- ------- ------
Net revenue......................... 13,777 19,652 25,281 10,861 14,889
Cost of revenue:
Product license..................... 1,125 683 875 434 590
Maintenance and service............. 1,290 1,588 1,857 906 1,113
------- ------- ------- ------- ------
Total cost of revenue............. 2,415 2,271 2,732 1,340 1,703
------- ------- ------- ------- ------
Gross margin...................... 11,362 17,381 22,549 9,521 13,186
Operating expenses:
Research and development............ 3,179 4,044 5,940 2,798 2,887
Sales and marketing................. 4,661 6,560 8,184 3,708 5,110
General and administrative.......... 1,357 1,946 2,686 1,041 1,395
Acquisition of technology........... -- 1,600 2,693 -- --
------- ------- ------- ------- ------
Total operating expenses.......... 9,197 14,150 19,503 7,547 9,392
------- ------- ------- ------- ------
Income from operations................ 2,165 3,231 3,046 1,974 3,794
Other income, net..................... 44 104 355 109 366
------- ------- ------- ------- ------
Income before income taxes............ 2,209 3,335 3,401 2,083 4,160
Income taxes.......................... 147 575 (950) 186 1,478
------- ------- ------- ------- ------
Net income............................ $ 2,062 $ 2,760 $ 4,351 $ 1,897 2,682
======= ======= ======= ======= ======
Income per share...................... $ 0.25
======
Number of shares used in per share
calculation 10,622
======
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
PRO FORMA
--------------------------------------------
YEARS ENDED SIX-MONTH
DECEMBER 31, PERIODS ENDED
---------------------- JUNE 30,
1993 1994 1995 1995
------ ------- ------- -------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Pro forma net income and per share
data (unaudited):
Income before income taxes, as
reported....................... $2,209 $ 3,335 $ 3,401 $ 2,083
Pro forma income taxes.......... 795 1,201 1,224 750
------ ------- ------- -------
Pro forma net income............ $1,414 $ 2,134 $ 2,177 $ 1,333
====== ======= ======= =======
Pro forma net income per
share(1)....................... $ 0.16 $ 0.22 $ 0.22 $ 0.14
====== ======= ======= =======
Shares used in computation of
pro forma net income per
share(1)....................... 8,834 9,792 9,866 9,792
====== ======= ======= =======
<CAPTION>
HISTORICAL
--------------------------------------------
DECEMBER 31, JUNE 30,
---------------------- ---------------------
1993 1994 1995 1995 1996
------ ------- ------- ------------- -------
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents........ $3,664 $ 3,811 $25,720 $ 5,580 $ 3,891
Working capital(2)............... 3,098 3,854 21,942 4,580 26,967
Total assets..................... 8,788 10,776 35,095 12,900 38,313
Total shareholders' equity....... 4,883 5,317 23,325 6,388 29,617
</TABLE>
- --------
(1) See Note 1 of Notes to Financial Statements.
(2) Working capital is computed as current assets less current liabilities.

85
<PAGE>

META MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

Meta develops, markets and supports simulation and library generation
software products for use in IC design. Since inception, Meta's growth has
been driven primarily by growth in licenses of its proprietary circuit
simulator, HSPICE. In 1993, Meta began a program of diversification by adding
its Meta-Labs service and its MetaTestchip product, which are designed to
address the market for testchip fabrication and model library generation. In
1994, Meta further expanded within its field of EDA expertise by acquiring in-
process library generation and automated cell characterization technology now
embodied in its MASTER Toolbox product. Meta also introduced a fast timing
simulator, MetaCircuit, in mid-1996. In addition, Meta has generated and
continues to generate revenue from maintenance, product upgrades, training and
consulting activities. Products and services are sold primarily to
semiconductor manufacturers through a direct sales force and a network of
sales representatives and distributors.

Meta's revenues have in the past been derived principally from HSPICE. More
than 75% of Meta's net revenue in 1993, 1994, 1995 and the first six months of
1996 was generated by HSPICE-related licenses and maintenance. In addition,
because Meta intends to offer additional products as part of a family of
products based on HSPICE, a decline in the demand for HSPICE could have a
material adverse effect on sales of Meta's other products. As a result, a
decline in the demand for HSPICE could have a material adverse effect on
Meta's business, operating results and financial condition. Therefore, Meta
must enhance its current products and develop or acquire new products to keep
pace with technological developments and emerging industry standards and to
address the increasingly sophisticated needs of its customers. There can be no
assurance that Meta will not experience difficulties that could delay or
prevent the successful development, introduction and marketing of these
products, or that its new products and product enhancements will adequately
meet the requirements of the marketplace and achieve market acceptance.

Operating results in 1994 were negatively affected by the $1.6 million
expense of the MASTER Toolbox in-process technology purchased in the second
quarter. In 1995, Meta acquired timing simulator algorithms as in-process
technology, which had a negative effect upon operating results in the amount
of $2.7 million. In addition, in 1993, 1994, and 1995, Meta recorded
compensation expenses of $39,000, $380,000, and $484,000, respectively,
related to its 1992 Stock Option/Appreciation Plan (the "1992 Plan"). These
compensation expenses reflect the rights of the holders of options under the
1992 Plan to receive cash in lieu of stock upon exercise prior to Meta's
initial public offering. Compensation expense has been recorded based on the
vested rights of the optionholders to receive cash in lieu of stock through
the date such rights were terminated. At December 31, 1995, all such rights
had been terminated.

86
<PAGE>

RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, the percentages
of net revenues represented by each line item reflected in Meta's statements
of income.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------- ----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
AS A PERCENTAGE OF NET REVENUE:
Net revenue:
Product license................. 76.4% 70.3% 69.0% 68.3% 67.0%
Maintenance and service......... 23.6 29.7 31.0 31.7 33.0
------- ------- ------- ------- -------
Net revenue..................... 100.0 100.0 100.0 100.0 100.0
Cost of revenue:
Product license................. 8.2 3.5 3.5 4.0 4.0
Maintenance and service......... 9.4 8.1 7.3 8.3 7.5
------- ------- ------- ------- -------
Total cost of revenue......... 17.6 11.6 10.8 12.3 11.5
Gross margin.................. 82.4 88.4 89.2 87.7 88.5
Operating expenses:
Research and development........ 23.1 20.6 23.5 25.8 19.4
Sales and marketing............. 33.8 33.4 32.4 34.1 24.3
General and administrative...... 9.8 9.9 10.6 9.6 9.4
Acquisition of technology....... -- 8.1 10.7 -- --
------- ------- ------- ------- -------
Total operating expenses...... 66.7 72.0 77.2 69.5 63.1
Income from operations............ 15.7 16.4 12.0 18.2 25.4
Other income, net................. 0.3 0.5 1.4 1.0 2.5
------- ------- ------- ------- -------
Income before income taxes........ 16.0 16.9 13.4 19.2 27.9
Income taxes...................... 1.1 2.9 (3.8) 1.7 9.9
------- ------- ------- ------- -------
Net income........................ 14.9% 14.0% 17.2% 17.5% 18.0%
======= ======= ======= ======= =======
</TABLE>

Net Revenue

Meta's net revenue consists of product license revenue and maintenance and
service revenue. Product license revenue consists of license fees for Meta's
software products and is recognized upon shipment of product and permanent
authorization codes and satisfaction of all significant customer obligations.
Products typically are sold on a perpetual license basis. Maintenance and
service revenue consists of fees associated with providing software
maintenance, customer support, training, laboratory services and consulting.
Maintenance revenue for ongoing customer support and product updates is
recognized ratably over the contract term, which is generally twelve months.
Maintenance fees are paid in advance and are not refundable. Revenue related
to other services, including Meta-Labs, training and consulting, are generally
recognized upon completion of the service performed.

Net revenue increased 43% from $13.8 million in 1993 to $19.7 million in
1994. Net revenue increased 29% from $19.7 million in 1994 to $25.3 million in
1995. Net revenue for the six months ended June 30, 1996 increased by $4.0
million, or 37%, to $14.9 million from $10.9 million for the first six months
of 1995. The increases in net revenue for all periods were due to increased
HSPICE product license revenue, an increase in installed base and an increase
in demand for lab services. As a percentage of Meta's net revenue, product
license revenue declined from 76% in 1993 to 70% in 1994 to 69% in 1995 and to
67% for the first six months of 1996. Conversely, maintenance and service
revenue, principally from maintenance and customer support, has increased as a
percentage of net revenue from approximately 24% in 1993 to approximately 30%
in 1994 to 31% in 1995 and to 33% in the first six months of 1996. These
increases in maintenance and service revenue as a percentage

87
<PAGE>

of net revenue reflect the growing installed base of customers, as well as
growth in other service revenue, including revenue related to Meta-Labs,
training and consulting.

Product license revenue increased 31% from $10.5 million in 1993 to $13.8
million in 1994. Product license revenue increased 27% from $13.8 million in
1994 to $17.5 million in 1995. For the six months ended June 30, 1996, product
license revenues increased $2.6 million, or 34%, over the first six months of
1995. The increase in product license revenue from 1993 to 1994 is primarily
related to growth in the number of HSPICE licenses sold. HSPICE-related
license and maintenance revenue constituted of more than 75% of Meta's net
revenue in each of 1993, 1994, 1995 and the first six months of 1996. The
increase in product license revenue from 1994 to 1995 is attributable to
increased HSPICE license revenue and, to a lesser extent, increased sales of
MASTER Toolbox licenses. The increase in product license revenue from the
first six months of 1995 to the first six months of 1996 is due primarily to
increased HSPICE license revenue.

Maintenance and service revenue increased 79% from $3.3 million in 1993 to
$5.8 million in 1994. Maintenance and service revenue increased 34% from $5.8
million in 1994 to $7.8 million in 1995. Maintenance and service revenues for
the six months ended June 30, 1996 increased $1.5 million, or 43%, over the
first six months of 1995. The growth in maintenance and service revenue
reflects the continued growth of the installed base of customers who have
purchased Meta's software products, as well as the growth in other lab
services and other service revenue.

International revenue, including both product license revenue and
maintenance and service revenue, was 37% of Meta's net revenue in 1993, 40% in
1994, 40% in 1995 and 47% for the six months ended June 30, 1996,
respectively. Meta expects that international revenue will continue to account
for a material percentage of Meta's net revenue in the future. Furthermore,
Meta intends to continue to expand its operations outside of the United
States, in part by the expansion of the direct sales office in Japan, and to
enter additional international markets, which will require significant
management attention and financial resources. International sales are subject
to inherent risks, including unexpected changes in regulatory requirements,
tariffs and taxes, difficulties in staffing and managing foreign operations,
longer payment cycles, greater difficulty in accounts receivable collection
and political and economic instability. Moreover, gains and losses on the
conversion to U.S. dollars of receivables and payables arising from
international operations may contribute to fluctuations in Meta's results of
operations. While the effect of foreign currency fluctuations on Meta's
results has not been material to date, there can be no assurance that this
will continue to be the case in the future. In addition, Meta relies on
distributors and manufacturers' representatives for licensing and support of a
substantial portion of Meta's Asian business. Meta's distributor in Japan,
NTT-AT, accounted for 14% of Meta's net revenue in 1993, 15% in 1994, 14% in
1995 and 18% for the six months ended June 30, 1996, respectively. Meta's
distribution agreement with NTT-AT expired in May 1996, and, subsequent to
such time, Meta and NTT-AT have been conducting business in good faith on
substantially the same terms as set forth in the terminated distributor
agreement. There can be no assurance that NTT-AT will continue to serve as
Meta's distributor.

Cost of Product License Revenue

The cost of product license revenue represents the costs associated with the
licensing of Meta's products, such as the costs of reproduction and delivery
of software, license authorization codes and user documentation. The cost of
product license revenue decreased 39% from $1.1 million in 1993 to $683,000 in
1994. Cost of product license revenue increased 28% from $683,000 in 1994 to
$875,000 in 1995. Cost of product license revenue for the six months ended
June 30, 1996 was $590,000, which represented a 36% increase over the same
period in 1995. Cost of product license revenue decreased from 11% of product
license revenue in 1993 to 5% of product license revenue in both 1994 and 1995
and 6% for the six months ended June 30, 1996. The decrease in cost of product
license revenue, both in amount and as a percentage of product license
revenue, from 1993 to 1994 reflects increased focus on efficiency achieved
through a change in executive management and streamlining of product delivery
mechanisms. The increase in cost of product license revenue from 1994 to 1995
reflects the costs of printing product manuals and an increase in personnel
and customer service costs. The increase in cost of product license revenue
from the first six months of 1995 to the first six months of 1996 was
primarily a

88
<PAGE>

result of the increase in product revenue. However, cost of product license
revenue as a percentage of product license revenue remained relatively
constant at approximately 5% during 1994 and 1995 and at approximately 6% for
the first six months of 1995 and the first six months of 1996.

Cost of Maintenance and Service Revenue

The cost of maintenance and service revenue includes the costs of providing
software maintenance to customers (such as hotline telephone support, revision
releases of the software and updated user documentation) and the costs of
providing Meta-Labs services, training, and consulting. Cost of maintenance
and service revenue increased 23% from $1.3 million in 1993 to $1.6 million in
1994. Cost of maintenance and service revenue increased 17% from $1.6 million
in 1994 to $1.9 million in 1995. Cost of maintenance and service revenue for
the six months ended June 30, 1996 was $1.1 million, which represented a 23%
increase over the first six months of 1995. The increase in costs from 1993 to
1994, from 1994 to 1995 and from the first six months of 1995 to the first six
months of 1996 were due primarily to an increase in personnel in the
maintenance and other service areas. As a percentage of maintenance and
service revenue, cost of maintenance and service revenue decreased from 40% in
1993 to 27% in 1994, due principally to an increase in revenue in the Meta-
Labs services from 1993 to 1994 while costs remained relatively fixed during
that period. Additionally, the software maintenance group was reorganized, and
its focus on efficiency was increased through streamlining of service delivery
mechanisms. Cost of maintenance and service revenue as a percentage of
maintenance and service revenue declined from 27% in 1994 to 24% in 1995, due
to a greater number of software revision releases (which are provided to
current maintenance customers under their annual maintenance contracts) in
1994 as compared to 1995 and an increase in maintenance and other service
revenue. Cost of maintenance and service revenue as a percentage of
maintenance service revenue declined from 26% in the first six months of 1995
to 23% in the first six months of 1996, primarily due to the ability to
service a larger installed base without increasing headcount proportionally.

Research and Development

Research and development expenses include the costs of creating new products
and development of enhancements to existing products. Software development
costs have been expensed as incurred, as software development has been
completed concurrently with the establishment of technological feasibility.
Meta has invested significant financial resources in its product research and
development efforts, and plans to continue to do so in the future. Research
and development expenses increased 27% from $3.2 million in 1993 to $4.0
million in 1994. The increase in research and development expenses from 1993
to 1994 was due to increased personnel costs, including costs associated with
increased headcount and compensation expenses related to Meta's 1992 Plan
discussed above. Research and development expenses increased 47% from $4.0
million in 1994 to $5.9 million in 1995. Research and development expenses
were $2.9 million for the six months ended June 30, 1996, a 3% increase over
the same period in 1995. The increases in research and development costs from
1994 to 1995 and from the first six months of 1995 to the first six months of
1996 were primarily caused by an increase in personnel costs, including costs
associated with increased headcount, in support of an organizational focus on
new and advanced technology and expanded product development efforts. Research
and development expenses remained relatively constant as a percentage of net
revenues, ranging from 19% to 24% in 1993, 1994, 1995 and the first six months
of 1996.

Sales and Marketing

Sales and marketing expenses include the costs associated with the sales
channels (such as personnel, commissions, remote office costs and travel),
promotional events (such as trade show and technical conference attendance),
and advertising and public relations programs. Sales and marketing expenses
increased 41% from $4.7 million in 1993 to $6.6 million in 1994. Sales and
marketing expenses increased 26% from $6.6 million in 1994 to $8.2 million in
1995. Sales and marketing expenses were $5.1 million for the six months ended
June 30, 1996, which represented a 38% increase over the same period in 1995.
The increase in sales and marketing

89
<PAGE>

expenses from 1993 to 1994 and from 1994 to 1995 are due in part to the
compensation expenses related to Meta's 1992 Plan discussed above. In
addition, the increases in all periods are due to increases in headcount,
increases in commissions associated with increased revenues, and the opening
of remote sales offices in Switzerland in 1994, and in Germany and Japan in
1995, and continued expansion of the Swiss and Japanese offices in 1996. Sales
and marketing expenses remained relatively constant as a percentage of net
revenue, ranging from approximately 32% to 34% in 1993, 1994, 1995 and the
first six months of 1996.

General and Administrative

General and administrative expenses include the costs associated with Meta's
executive office, human resources and finance functions. General and
administrative expenses increased 43% from $1.4 million in 1993 to $1.9
million in 1994. General and administrative expenses increased 38% from $1.9
million in 1994 to $2.7 million in 1995. General and administrative expenses
were $1.4 million for the six months ended June 30, 1996, which represented a
34% increase over the same period in 1995. The increases in all periods were
due to an increase in personnel in the areas of finance and human resources,
as Meta added administrative infrastructure and expanded its recruiting
efforts. In addition, operating expenses in 1995 were impacted by compensation
expenses related to Meta's 1992 Plan and a higher provision for bad debts. As
a percentage of net revenue, general and administrative expenses remained
relatively constant, ranging from approximately 9% to 11% in 1993, 1994, 1995
and the first six months of 1996.

Acquisition of Technology

In April 1994, Meta purchased and expensed in-process library generation and
automated cell characterization technology now embodied in its MASTER Toolbox
product. As the acquired technology had not reached technological feasibility,
it was expensed upon acquisition. In November 1995, Meta purchased a set of
timing simulator algorithms which had not reached technological feasibility
and the cost associated with the technology was expensed upon acquisition.

Other Income, Net

Other income, net, consists of interest income, losses on the disposal of
property and equipment, and foreign currency gains and losses. Interest income
principally consists of the earnings on available cash balances, which have
generally been invested in short-term money market investments substantially
free from Federal and state income taxes.

For the six months ended June 30, 1996, other income, net grew to $366,000
from $109,000 for the same period in 1995, or by 236%. This other income
growth resulted from investment income attributable to the higher cash
balances associated with the proceeds received from Meta's initial public
offering of Common Stock in November 1995.

90
<PAGE>

QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly financial data
for each of the eight three-month periods through the three-month period
ending June 30, 1996. In the opinion of Meta's management, this unaudited
information has been prepared on the same basis as the audited financial
statements contained herein and includes all adjustments (consisting only of
normal recurring adjustments) that management believes are necessary to
present fairly the information set forth therein. The operating results for
any quarter are not necessarily indicative of results for any future period.

<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
--------------------------------------------------------------------
1994 1995 1996
---------------- --------------------------------- ----------------
SEPT. 30 DEC. 31 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 JUNE 30
-------- ------- -------- ------- -------- ------- -------- -------
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue:
Product license....... $3,825 $4,375 $2,903 $4,510 $4,680 $5,363 $5,044 $4,926
Maintenance and
service.............. 1,577 1,829 1,578 1,870 2,141 2,236 2,249 2,670
------ ------ ------ ------ ------ ------ ------ ------
Net revenue......... 5,402 6,204 4,481 6,380 6,821 7,599 7,293 7,596
Cost of revenue:
Product license....... 177 198 179 255 207 234 350 239
Maintenance and
service.............. 431 436 444 462 438 513 571 542
------ ------ ------ ------ ------ ------ ------ ------
Total cost of
revenue............ 608 634 623 717 645 747 921 781
------ ------ ------ ------ ------ ------ ------ ------
Gross margin........ 4,794 5,570 3,858 5,663 6,176 6,852 6,372 6,815
Operating expenses:
Research and
development.......... 1,141 1,028 1,268 1,530 1,605 1,537 1,525 1,362
Sales and marketing... 1,800 1,976 1,394 2,314 2,084 2,392 2,477 2,633
General and
administrative....... 460 560 473 568 938 707 622 773
Acquisition of
technology........... -- -- -- -- -- 2,693 -- --
------ ------ ------ ------ ------ ------ ------ ------
Total operating
expenses........... 3,401 3,564 3,135 4,412 4,627 7,329 4,624 4,768
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) from
operations............. 1,393 2,006 723 1,251 1,549 (477) 1,748 2,047
Other income, net....... 9 48 55 54 89 157 145 220
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before
income taxes........... 1,402 2,054 778 1,305 1,638 (320) 1,893 2,267
Income taxes (benefit).. 227 204 91 95 276 (1,412) 661 817
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss)....... $1,175 $1,850 $1,210 $ 687 $1,362 $1,092 $1,232 $1,450
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

91
<PAGE>

<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
-------------------------------------------------------------------
1994 1995 1996
---------------- --------------------------------- ----------------
SEPT. 30 DEC. 31 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 JUNE 30
-------- ------- -------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As a Percentage of Net
Revenue:
Net revenue:
Product license....... 70.8% 70.5% 64.8% 70.7% 68.6% 70.6% 69.2% 64.8%
Maintenance and
service.............. 29.2 29.5 35.2 29.3 31.4 29.4 30.8 35.2
----- ----- ----- ----- ----- ----- ----- -----
Net revenue......... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenue:
Product license....... 3.3 3.2 4.0 4.0 3.0 3.1 4.8 3.2
Maintenance and
service.............. 8.0 7.0 9.9 7.2 6.5 6.7 7.8 7.1
----- ----- ----- ----- ----- ----- ----- -----
Total cost of
revenue............ 11.3 10.2 13.9 11.2 9.5 9.8 12.6 10.3
----- ----- ----- ----- ----- ----- ----- -----
Gross margin........ 88.7 89.8 86.1 88.8 90.5 90.2 87.4 89.7
Operating expenses:
Research and
development.......... 21.1 16.6 28.3 24.0 23.5 20.2 20.9 17.9
Sales and marketing... 33.3 31.8 31.1 36.3 30.6 31.5 34.0 34.7
General and
administrative....... 8.5 9.0 10.6 8.9 13.7 9.3 8.5 10.2
Acquisition of
technology........... -- -- -- -- -- 35.4 -- --
----- ----- ----- ----- ----- ----- ----- -----
Total operating
expenses........... 62.9 57.4 70.0 69.2 67.8 96.4 63.4 62.8
----- ----- ----- ----- ----- ----- ----- -----
Income (loss) from
operations............. 25.8 32.3 16.1 19.6 22.7 (6.2) 24.0 26.9
Other income, net....... 0.1 0.8 1.2 0.8 1.3 2.0 2.0 2.9
----- ----- ----- ----- ----- ----- ----- -----
Income (loss) before
income taxes........... 25.9 33.1 17.3 20.4 24.0 (4.2) 26.0 29.8
Income taxes (benefit).. 4.2 3.3 2.0 1.5 4.0 (18.6) 9.1 10.8
----- ----- ----- ----- ----- ----- ----- -----
Net income (loss)....... 21.7% 29.8% 15.3% 18.9% 20.0% 14.4% 16.9% 19.0%
===== ===== ===== ===== ===== ===== ===== =====
</TABLE>

Meta's quarterly operating results have in the past and may in the future
vary significantly depending on factors such as increased competition, the
timing of new product announcements and changes in pricing policies by Meta or
its competitors, lengthy sales cycles, market acceptance or delays in the
introduction of new or enhanced versions of Meta's products, the timing of
significant orders, seasonal factors, the mix of direct and indirect sales and
general economic conditions. In particular, in connection with Meta's
acquisition of rights to certain technology under development in October 1995,
Meta recognized expense of approximately $2.7 million in the fourth quarter of
1995. In addition, Meta's quarterly operating results have in the past
fluctuated as a result of seasonality of customer buying patterns, with
revenues for the first quarter of a year often lower than those for the last
quarter of the preceding year. A substantial portion of Meta's revenue in each
quarter results from orders booked in that quarter. Meta's expense levels are
based, in part, on its expectations as to future revenue. If revenue levels
are below expectations, operating results are likely to be adversely affected.
Net income may be disproportionately affected by a reduction in revenue
because only a small portion of Meta's expenses varies with its revenue. Meta
has recently experienced rapid growth and expansion. There can be no assurance
that Meta will be able to grow in future periods or that it will be able to
sustain its historical rate of revenue growth or, even if revenue grows, that
its operations will remain profitable. Due to the foregoing factors, Meta
believes that period-to-period comparisons of its results of operations are
not necessarily meaningful and should not be relied upon as indications of
future performance. Additionally, a significant portion of Meta's revenue in a
quarter typically is received in the last few weeks or days of that quarter.
As a result, Meta may not learn of, or be able to confirm, revenue shortfalls
until late in the quarter or earnings shortfalls from expected levels or other
failures to meet market expectations for results of operations which could
have an immediate and significant adverse effect on the trading price of Meta
Common Stock in any given period.

92
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

From inception in 1980 through its initial public offering of Common Stock
in November 1995, Meta financed its activities through internally generated
cash flow. In November 1995, Meta completed its initial public offering of
2,300,000 shares of Common Stock. The cash proceeds from the initial public
offering, net of expenses, were approximately $24.7 million. At December 31,
1995, Meta had $25.7 million in cash and cash equivalents. Cash and cash
equivalents decreased to $3.9 million at June 30, 1996 primarily from net
purchases of $20.5 million in short term investments and the final
distribution of $1.8 million to Subchapter S Corporation shareholders. In
total, cash and cash equivalents and short term investments decreased by $1.3
million from December 31, 1995 to $24.4 million at June 30, 1996. Net cash
used in operations for the first six months of 1996 was $686,000. Cash used in
investing activities, other than that invested in short term investments, was
related to the purchase of leasehold improvements, fixed assets, primarily
computers, software and office furnishings. Cash used in financing activities
related to the final $1.8 million distribution to shareholders was partially
offset by the proceeds from the exercise of stock options by employees.

Meta had a line of credit secured by eligible accounts receivable which
expired on June 30, 1996 and will not be renewed. There were no borrowings
against the line of credit during its effective period.

It is Meta's opinion that existing cash and the cash generated by operations
will satisfy Meta's working capital requirements through at least 1996.

93
<PAGE>

MARKET PRICE OF META'S COMMON STOCK; DIVIDENDS

Meta's Common Stock is traded on The Nasdaq National Market under the symbol
"MESW."

The following table sets forth the high and low closing sale prices per
share for the periods indicated, as reported by The Nasdaq National Market.
The quotations shown represent inter-dealer prices without adjustment for
retail markups, markdowns, or commissions, and may not necessarily reflect
actual transactions.

<TABLE>
<CAPTION>
PRICE RANGE
COMMON STOCK
-------------
QUARTER ENDED HIGH LOW
------------- ------ ------
<S> <C> <C>
1995:
December 31, 1995 (beginning November 7, 1995).............. $20.00 $15.00
1996:
March 31, 1996.............................................. $19.50 $13.25
June 30, 1996............................................... $18.88 $15.38
September 30, 1996 (through September 25, 1996)............. $17.25 $10.50
</TABLE>

On August 21, 1996, the last full trading day before public announcement of
the execution of the Plan of Reorganization by Avant! and Meta, the closing
sale price of Meta Common Stock as reported by The Nasdaq National Market was
$10.75 per share. On September 25, 1996, the last trading day for which
quotations were available at the time of printing this Joint Proxy
Statement/Prospectus, the closing sale price of Meta Common Stock as reported
by The Nasdaq National Market was $12.00 per share.

As of September 27, 1996, there were approximately 30 holders of record of
Meta's Common Stock.

Meta has not paid any dividends on its Common Stock other than dividends for
S Corporation shareholders to pay their share of income taxes on S Corporation
earnings and the final distribution of S Corporation earnings to S Corporation
shareholders in connection with the Company's conversion from S Corporation to
C Corporation status at the time of its initial public offering. Meta
currently intends to retain any future earnings for use in its business.

94
<PAGE>

META MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding each executive
officer or director of Meta who will serve as an executive officer or director
of Avant! following the Merger:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH META
---- --- ------------------
<S> <C> <C>
Shawn M. Hailey.................. 46 Chairman of the Board of Directors,
President and Chief Executive Officer
Kim L. Hailey.................... 46 Director, Executive Vice President
and Vice President of Engineering
</TABLE>

Following the Merger, the Avant! Board of Directors intends that Shawn M.
Hailey will serve as a director of Avant!, and Kim L. Hailey will serve as the
Vice President, Process Environment Division, of Avant!.

Shawn M. Hailey, a co-founder of Meta, has served as President, Chief
Executive Officer and Chairman of the Board of Directors of Meta since its
inception in 1978. Prior to 1978, Mr. Hailey held engineering and management
positions involving circuit design at Advanced Micro Devices, Inc., where he
established the MOS Microprocessor Department and the EPROM group.

Kim L. Hailey, a co-founder of Meta, has served as Vice President of
Engineering since May 1996, as Executive Vice President of Meta since July
1991, and as a director of Meta since July 1988. From December 1994 until May
1996, Mr. Hailey served as Vice President of Next Technology of Meta. Mr.
Hailey previously served as Vice President and Secretary of Meta. Prior to co-
founding Meta, Mr. Hailey held various circuit and systems engineering design
positions with General Instrument Corp. and Xerox Corporation.

COMPENSATION OF DIRECTORS

Directors who are employees of Meta receive no compensation for their
services as directors. Directors who are not employees of Meta receive a
retainer of $10,000 per year, $1,000 per Board meeting attended, and $500 per
committee meeting attended, plus payment of out-of-pocket expenses relating to
their service as Board members. In addition, under Meta's 1995 Directors'
Stock Option Plan, non-employee directors receive an initial grant of an
option to purchase 7,500 shares of Meta's Common Stock upon their election to
the Board, and an additional grant of an option to purchase 7,500 shares upon
their election at each annual meeting of shareholders if they have served on
the Board for at least six months prior to such annual meeting. Upon
consummation of the Merger, the vesting of an aggregate of 15,000 shares
underlying options held by non-employee directors of Meta will accelerate.

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EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
paid by Meta for services rendered by Shawn M. Hailey and Kim L. Hailey to
Meta during the periods indicated.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
------------------------- ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
------------------------- ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
Shawn M. Hailey..................... 1995 $180,000 $98,010 1,648(1)
President and Chief Executive
Officer 1994 $180,000 $72,000 4,682(2)
Kim L. Hailey....................... 1995 $180,000 $85,536 1,648(1)
Executive Vice President and Vice 1994 $180,000 $52,250 4,682(2)
President of Engineering
</TABLE>
- --------
(1) Consists of matching contributions of $1,000 under Meta's 401(k) Profit
Sharing Plan (the "401(k) Plan"), and $648 paid in premiums for Life and
Accidental Death, Disability and Dismemberment Insurance ("Life and AD&D
Insurance").
(2) Consists of $4,392 in matching contributions under the 401(k) Plan and
$290 paid in premiums for Life and AD&D Insurance.

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CERTAIN TRANSACTIONS

From October 1, 1988 through October 31, 1995, Meta operated as an S
Corporation for tax purposes. As such, during such period corporate income was
taxable directly to Meta's shareholders, rather than to Meta (other than
California S Corporation franchise tax and certain foreign taxes, which were
imposed on Meta's net income). For the years ended December 31, 1993 and 1994,
Meta made distributions to the shareholders of $1.6 million and $2.9 million,
respectively. With respect to the period ended December 31, 1995, Meta
declared a final distribution to shareholders of approximately $11.1 million,
representing undistributed tax basis earnings through the S Corporation
termination date (October 31, 1995).

In connection with Meta's initial public offering, Shawn M. Hailey and Kim
L. Hailey entered into an S Corporation Termination, Tax Allocation and
Indemnification Agreement providing that Meta will be indemnified by such
shareholders, jointly and severally, with respect to certain federal or state
corporate income taxes (plus interest and penalties) attributable to the
failure of Meta to qualify as an S Corporation for any period or in any
jurisdiction for which S Corporation status was claimed through the date of
termination of S Corporation status. In the case of tax liability arising out
of any defect in the proper and timely execution, preparation and/or filing of
Meta's election to be treated as an S Corporation, there is no limit on the
amount or time of the indemnification obligation of the shareholders under the
S Corporation Termination, Tax Allocation and Indemnification Agreement. In
the case of tax liability arising out of a failure of Meta to qualify as an
S Corporation for any other reason, the aggregate indemnification obligation
of the shareholders under the S Corporation Termination, Tax Allocation and
Indemnification Agreement is limited to $7,000,000 if the tax liability is
asserted within four years after the later of the due date or the date of
filing of Meta's tax return for its final S Corporation year, $4,666,667 if
the tax liability is asserted within the next one-year period, $2,333,333 if
the tax liability is asserted within the next one-year period, and nothing
thereafter. The shareholders may, at their option, satisfy any indemnification
obligation in cash or shares of Meta Common Stock valued for this purpose at
70% of the average closing price of Meta Common Stock for the 60-day period
prior to the due date of the indemnification payment.

Meta currently leases its facilities at 1300 White Oaks Road, Campbell,
California pursuant to a leasing agreement with Santolina Associates, a
partnership consisting of Shawn M. Hailey and Jan Crawford (spouses) and Kim
L. Hailey. Under the terms of the lease, Meta pays a monthly lease payment of
$47,000 for 40,000 square feet of manufacturing and office space. The lease
was entered into in December 1990 and expires in August 1999. Meta believes
that the terms of this lease are no less favorable than would be received from
a third party in an arm's length transaction. Avant! considers this facility
to be a duplicate facility and expects to terminate this lease upon
consummation of the Merger.

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STOCK OWNERSHIP OF META MANAGEMENT AND PRINCIPAL META SHAREHOLDERS

The following table sets forth information that has been provided to Meta
with respect to beneficial ownership of shares of Meta Common Stock as of July
31, 1996 for (i) each person who is known by Meta to own beneficially more
than five percent of the outstanding shares of Meta Common Stock, (ii) each
named executive officer of Meta, as defined by the Exchange Act, (iii) each
director of Meta and (iv) all directors and executive officers of Meta as a
group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
-------------------------------
NAME NUMBER PERCENT
---- ---------------- --------------
<S> <C> <C>
Shawn M. Hailey............................ 4,493,000 44.1%
c/o Meta-Software, Inc.
1300 White Oaks Road
Campbell, CA 95008
Kim L. Hailey.............................. 2,988,201 29.3%
c/o Meta-Software, Inc.
1300 White Oaks Road
Campbell, CA 95008
Vic Kulkarni(2)............................ 32,926 *
Alan L. Lipinski(3)........................ -- --
Robert W. McGuffin(4)...................... -- --
William C. Smith(5)........................ 89,296 *
John H. Wright(6).......................... 38,725 *
Joshua Pickus(7)........................... 7,500 *
A.E. Ross(8)............................... 7,500 *
All directors and executive officers as a
group (9 persons)(9)...................... 7,697,153 75.6%
</TABLE>
- --------
* Less than 1%.
(1) Except pursuant to applicable community property laws, Meta believes the
persons named in the table have sole voting and investment power with
respect to all shares.

(2) Includes 7,291 shares issuable pursuant to options exercisable within 60
days of July 31, 1996.

(3) Mr. Lipinski resigned from his position as Meta's Vice President, Sales in
May 1996.

(4) Mr. McGuffin resigned from his position as Meta's Vice President, Product
Groups in July, 1996.

(5) Includes 3,333 shares issuable pursuant to options exercisable within 60
days of July 31, 1996 and 56,250 shares issuable upon the exercise of
stock options the vesting of which accelerates upon completion of the
Merger.

(6) Includes 8,166 shares issuable pursuant to options exercisable within 60
days of July 31, 1996.

(7) Includes 7,500 shares issuable upon the exercise of stock options the
vesting of which accelerates upon completion of the Merger.

(8) Includes 7,500 shares issuable upon the exercise of stock options the
vesting of which accelerates upon completion of the Merger.

(9) See footnotes (1) through (8).

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DESCRIPTION OF AVANT! CAPITAL STOCK

The authorized capital stock of Avant! consists of 50,000,000 shares of
Avant! Common Stock, and 5,000,000 shares of Preferred Stock ("Preferred
Stock"), $.0001 par value. As of September 30, 1996, there were 16,276,087
shares of Common Stock issued held by 120 holders of record and no shares of
Preferred Stock issued and outstanding.

COMMON STOCK

Holders of shares of Avant! Common Stock are entitled to one vote per share
on all matters to be voted on by stockholders. Subject to the preferences that
may be applicable to any outstanding Preferred Stock, holders of Avant! Common
Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Avant! Board in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution, or winding up of Avant!,
holders of Avant! Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
outstanding Preferred Stock. Holders of Avant! Common Stock have no preemptive
rights and have no rights to convert their Avant! Common Stock into any other
securities. The outstanding shares of Avant! Common Stock are, and the Avant!
Common Stock to be outstanding upon completion of the offering will be,
validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Avant! Board has the authority to cause Avant! to issue up to 5,000,000
shares of Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any further vote or action by the stockholders. The issuance
of Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of Avant! without further action by the stockholders and
could adversely affect the rights and powers, including voting rights, of the
holders of Avant! Common Stock. In certain circumstances, this could have the
effect of decreasing the market price of the Avant! Common Stock. Avant! has
no present plans to issue any shares of Preferred Stock.

ANTITAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BYLAWS
AND DELAWARE LAW

Certificate of Incorporation and Bylaws. Avant!'s Certificate of
Incorporation ("Avant!'s Certificate") provides that all stockholder action
must be effected at a duly called meeting and not by a consent in writing. In
addition, Avant!'s Amended and Restated Bylaws ("Avant!'s Bylaws") do not
permit stockholders of Avant! to call a special meeting of stockholders. These
provisions of Avant!'s Certificate and Avant!'s Bylaws could discourage
potential acquisition proposals and could delay or prevent a change in control
of Avant!. Such provisions are intended to enhance the likelihood of
continuity and stability in the composition of the Avant! Board and in the
policies formulated by the Avant! Board and to discourage certain types of
transactions that may involve an actual or threatened change of control of
Avant!. In addition, these provisions are designed to reduce the vulnerability
of Avant! to an unsolicited acquisition proposal and are intended to
discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for Avant!'s shares and, as a consequence, they also may inhibit
fluctuations in the market price of Avant!'s shares which could result from
actual or rumored takeover attempts. Such provisions also may have the effect
of preventing changes in the management of Avant!.

Delaware Takeover Statute. Avant! is subject to Section 203 of the DGCL
("Section 203") which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such
stockholder became an interested stockholder, unless: (i) prior to such date,
the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the

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interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned
(a) by persons who are directors and also officers and (b) by employee stock
plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or (iii) on or subsequent to such date, the business
combination is approved by the board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder.

Section 203 defines "business combination" to include: (i) any merger or
consolidation involving the corporation and the interested stockholder; (ii)
any sale, transfer, pledge or other disposition involving the interested
stockholder of ten percent or more of the assets of the corporation; (iii)
subject to certain exceptions, any transaction which results in the issuance
or transfer by the corporation of any stock of the corporation to the
interested stockholder; (iv) any transaction involving the corporation which
has the effect of increasing the proportionate share of the stock of any class
or series of the corporation beneficially owned by the interested stockholder;
or (v) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation. In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.

REGISTRATION RIGHTS

The holders of approximately 2,950,000 shares of Avant! Common Stock (the
"Registrable Securities") are entitled to certain rights with respect to the
registration of such shares under the Securities Act. Under the terms of the
agreement between Avant! and the holders of such Registrable Securities, if
Avant! proposes to register any of its securities under the Securities Act,
either for its own account or for the account of other security holders
exercising registration rights, such holders are entitled to notice of such
registration and are entitled to include shares of such Avant! Common Stock
therein. Additionally, holders of approximately 1,475,000 shares of the
Registrable Securities are also entitled to certain demand registration rights
pursuant to which they may require Avant! to file a registration statement
under the Securities Act at its expense with respect to their shares of Avant!
Common Stock, and Avant! is required to use its best efforts to effect such
registration. Further, the holders of such demand rights may require Avant! to
file additional registration statements on Form S-3 registering the resale of
such shares. All of these registration rights are subject to certain
conditions and limitations, among them the right of the underwriters of an
offering to limit the number of shares included in such registration and the
right of Avant! not to effect a requested registration within six months
following an offering of Avant!'s securities. Under the terms of the agreement
between Avant! and the holders of the Registrable Securities, no registration
rights exist in connection with the issuance of Avant! Common Stock to Meta
shareholders in the Merger.

TRANSFER AGENT AND REGISTRAR

Harris Trust Company of California at (213) 239-0671 serves as the transfer
agent and registrar for Avant! Common Stock.

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COMPARISON OF RIGHTS OF HOLDERS OF AVANT!
COMMON STOCK AND HOLDERS OF META COMMON STOCK

As a result of the Merger, holders of Meta Common Stock will be exchanging
their shares of a California corporation which is governed by the CGCL and
Meta's Amended and Restated Articles of Incorporation ("Meta's Articles") and
Amended and Restated Bylaws ("Meta's Bylaws"), for shares of the common stock
of Avant!, a Delaware corporation, which is governed by the DGCL, Avant!'s
Certificate and Avant!'s Bylaws. While the rights and privileges of
stockholders of a Delaware corporation such as Avant! are, in many instances,
comparable to those of shareholders of a California corporation such as Meta,
there are certain differences. The following is a summary of the material
differences between the rights of holders of Meta Common Stock and the rights
of holders of Avant! Common Stock at the date hereof. These differences arise
from differences between the DGCL and the CGCL and between Avant!'s
Certificate and Avant!'s Bylaws on the one hand and Meta's Articles and Meta's
Bylaws on the other.

Mergers and Consolidations.

The DGCL requires the approval of the Avant! Board of Directors and the
holders of a majority of the outstanding shares of Avant! Common Stock
entitled to vote thereon for mergers or consolidations, and for sales, leases
or exchanges of substantially all of Avant!'s property and assets. The DGCL
would permit Avant! to merge with another corporation without obtaining the
approval of Avant!'s stockholders if: (i) Avant! is the surviving corporation
of the merger; (ii) the merger agreement does not amend Avant!'s Certificate;
(iii) each share of Avant! Common Stock outstanding immediately prior to the
effective date of the merger is to be an identical outstanding or treasury
share of Avant! Common Stock after the merger; and (iv) any authorized but
unissued shares or treasury shares of Avant! Common Stock to be issued or
delivered under the plan of merger plus those initially issuable upon
conversion of any other securities or obligations to be issued or delivered
under such plan do not exceed 20% of the shares of Avant! Common Stock
outstanding immediately prior to the effective date of the merger.

The CGCL requires that the principal terms of a merger be approved by the
affirmative vote of a majority of the outstanding shares of each class
entitled to vote thereon, except that, unless required by its articles of
incorporation, no authorizing shareholder vote is required of a corporation
surviving a merger if the shareholders of such corporation shall own,
immediately after the merger, more than five-sixths of the voting power of the
surviving corporation or its parent. Meta's Articles do not require a greater
percentage vote. The CGCL further requires the affirmative vote of a majority
of the outstanding shares entitled to vote thereon if (a) the surviving
corporation's articles of incorporation will be amended and would otherwise
require shareholder approval or (b) shareholders of such corporation will
receive shares of the surviving corporation having different rights,
preferences, privileges or restrictions (including shares in a foreign
corporation) than the shares surrendered. Shareholder approval is not required
under the CGCL for mergers or consolidations in which a parent corporation
merges or consolidates with a subsidiary of which it owns at least 90% of the
outstanding shares of each class of stock.

Anti-Takeover Provisions.

Avant! is subject to the provisions of Section 203 of the DGCL ("Section
203") which prohibits a "business combination" (defined in Section 203 as
generally including mergers, sales and leases of assets, issuances of
securities, and similar transactions) by Avant! or a subsidiary with an
"interested stockholder" (defined in Section 203 as generally the beneficial
owner of 15% or more of Avant! Common Stock) within three years after the
person or entity becomes an interested stockholder, unless (i) prior to the
person or entity becoming an interested stockholder, the business combination
or the transaction pursuant to which such person or entity became an
interested stockholder shall have been approved by Avant!'s Board of
Directors, (ii) upon consummation of the transaction in which he became an
interested stockholder, the interested stockholder holds at least 85% of the
Avant! Common Stock (excluding shares held by persons who are both officers
and directors and shares held by certain employee benefit plans), or (iii) the
business combination is approved by Avant!'s

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Board of Directors and by the holders of at least two-thirds of the
outstanding Avant! Common Stock, excluding shares owned by the interested
stockholder. See "Description of Avant! Capital Stock--Antitakeover Effects of
Provisions of the Certificate of Incorporation, Bylaws and Delaware Law."

The DGCL requires a vote of the corporation's board of directors followed by
the affirmative vote of a majority of the outstanding stock of each class
entitled to vote for any amendment to the certificate of incorporation, unless
a greater level of approval is required by the certificate of incorporation.
Avant!'s Certificate requires the approval of 80% of the total number of
shares entitled to vote for the amendment of provisions relating to (a) the
rights of the board of directors and the stockholders to amend Avant!'s
Bylaws; (b) the removal of members of the board of directors; (c) the
inability of the stockholders to take any action by written consent; and (d)
the vote required to amend Avant!'s Certificate. If an amendment would alter
the powers, preferences or special rights of a particular class or series of
stock so as to affect them adversely, the class or series shall be given the
power to vote as a class notwithstanding the absence of any specifically
enumerated power in the certificate of incorporation. The DGCL also states
that the power to adopt, amend or repeal the bylaws of a corporation shall be
in the stockholders entitled to vote, provided that the corporation in its
certificate of incorporation may confer such power on the board of directors
in addition to the stockholders. Avant!'s Certificate expressly authorizes the
board of directors to adopt, amend or repeal Avant!'s Bylaws. Avant!'s
Certificate requires the approval of 80% of the total number of shares
entitled to vote for the amendment of certain provisions of Avant!'s Bylaws
relating to (i) the calling of special meetings of stockholders; (ii) the
advance notice requirement for nominations of persons for election to the
board of directors by stockholders; and (iii) the advance notice requirement
for business brought before the annual meeting of stockholders by a
stockholder.

Unless otherwise specified in a California corporation's articles of
incorporation, an amendment to the articles of incorporation requires the
approval of the corporation's board of directors and the affirmative vote of a
majority of the outstanding shares entitled to vote thereon, either before or
after the board approval. Meta's Articles do not require a greater level of
approval for an amendment thereto. Under the CGCL, the holders of the
outstanding shares of a class are entitled to vote as a class if a proposed
amendment to the articles of incorporation would: (a) increase or decrease the
aggregate number of authorized shares of such class; (b) effect an exchange,
reclassification or cancellation of all or part of the shares of such class,
other than a stock split; (c) effect an exchange, or create a right of
exchange, of all or part of the shares of another class into the shares of
such class; (d) change the rights, preferences, privileges or restrictions of
the shares of such class; (e) create a new class of shares having rights,
preferences or privileges prior to the shares of such class, or increase the
rights, preferences or privileges or the number of authorized shares having
rights, preference or privileges prior to the shares of such class; (f) in the
case of preferred shares, divide the shares of any class into series having
different rights, preferences, privileges or restrictions or authorize the
board of directors to do so; or (g) cancel or otherwise affect dividends on
the shares of such class which have accrued but have not been paid. Under the
CGCL, a corporation's bylaws may be adopted, amended or repealed either by the
board of directors or the shareholders of the corporation. Meta's Bylaws
provide that Meta's Bylaws may be adopted, amended or repealed either by the
vote of the holders of a majority of the outstanding shares entitled to vote
or by the board of directors; provided, however, that the Meta Board may not
amend Meta's Bylaws in order to change the authorized number of directors
(except to alter the authorized number of directors within the existing range
of a minimum of five and a maximum of nine directors).

The CGCL provides that, except where the fairness of the terms and
conditions of the transaction has been approved by the California Commissioner
of Corporations and except in a "short-form" merger (the merger of a parent
corporation with a subsidiary in which the parent owns at least 90% of the
outstanding shares of each class of the subsidiary's stock), if the surviving
corporation or its parent corporation owns, directly or indirectly, shares of
the target corporation representing more than 50% of the voting power of the
target corporation prior to the merger, the nonredeemable common stock of a
target corporation may be converted only into nonredeemable common stock of
the surviving corporation or its parent corporation, unless all of the
shareholders of the class consent. The effect of this provision is to prohibit
a cash-out merger of minority

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shareholders, except where the majority shareholders already own 90% or more
of the voting power of the target corporation and could, therefore, effect a
short-form merger to accomplish such a cash-out of minority shareholders.

Appraisal Rights. The rights of appraisal of dissenting shareholders of Meta
are governed by the CGCL. Pursuant thereto, any shareholder has the right to
dissent from any merger or consolidation, except that no such appraisal rights
are available for the shares of any class or series if (a) approval of the
Merger by the shareholders is not required under Section 1201 of the CGCL, or
(b) such shares are then redeemable by the corporation at a price not greater
than the cash to be received in exchange for such shares. See "Dissenters'
Rights."

Under the DGCL, stockholders are entitled to certain limited rights of
appraisal. No appraisal rights shall be available, however, for the holders of
any shares of a stock of a constituent Delaware corporation to a merger if
that corporation survives the merger and the merger did not require for its
approval the vote of the stockholders of such constituent Delaware
corporation. Moreover, under the DGCL, no appraisal rights are available to
stockholders of a Delaware constituent corporation to a merger for any shares
of stock which, at the record date for the vote on such merger, were either
(a) listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. (i.e., The Nasdaq National Market), or
(b) held of record by more than 2,000 stockholders. Appraisal rights are
available to Delaware stockholders in any event if such stockholders are
required by the terms of an agreement of merger or consolidation to accept for
such stock of the constituent corporation anything except: (w) shares of stock
of the corporation surviving or resulting from such merger or consolidation;
(x) shares of stock of any other corporation which, at the effective date of
the merger or consolidation, will be either listed on a national securities
exchange or designated as a national market system security on an interdealer
quotation system by the National Association of Securities Dealers, Inc. (for
example, The Nasdaq National Market) or held of record by more than 2,000
stockholders; (y) cash in lieu of fractional shares of the corporation
described in clauses (a) and (b) above; or (z) any combination of the shares
of stock and cash in lieu of fractional shares described in clauses (w), (x)
and (y) above.

Special Meetings. Under the CGCL, special meetings of shareholders may be
called by a corporation's board of directors, the chairman of the board of
directors, the president, the holders of shares entitled to cast not less than
ten percent of the votes at such meeting or such additional persons as may be
provided in the corporation's articles or bylaws. Meta's Bylaws do not provide
for any such additional persons to call special meetings of shareholders.

Under the DGCL, special meetings of stockholders may be called by a
corporation's board of directors or such person or persons as may be
authorized by such corporation's certificate of incorporation or bylaws.
Avant!'s Bylaws provide that special meetings of stockholders may be called by
the president and shall be called by the president or secretary at the written
request of a majority of the Avant! Board of Directors. Avant!'s Bylaws
further provide that only such business shall be conducted at a special
meeting of stockholders as shall have been specified in the notice of such
meeting.

Actions Without a Meeting. Under the DGCL and the CGCL, unless otherwise
provided in the certificate or articles of incorporation, any action required
to be taken or which may be taken at an annual or special meeting of
stockholders or shareholders may be taken without a meeting if a consent in
writing is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize such action at a
meeting at which all shares entitled to vote were present and voted. Avant!'s
Certificate provides that any action by the stockholders must be taken at an
annual special meeting of stockholders and may not be taken by written
consent. Meta's Articles provide that action by written consent of
stockholders is permitted, except that directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote for
the election of directors.

Proxy Requirements. Under the CGCL, proxies are valid for an eleven-month
period unless a different period is expressly provided for in the appointment
form. Under the DGCL, proxies are valid for up to three

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years unless otherwise specified therein. In addition, the CGCL specifies
that, if the appointment form conspicuously states that it is irrevocable,
proxies from pledgees, purchasers of the shares, creditors, contract
employees, and persons designated in a shareholder agreement, and other
proxies coupled with an interest, are, under certain circumstances
irrevocable. Under the DGCL, a proxy is irrevocable if it specifically states
that it is irrevocable if, and only as long as, it is coupled with an interest
sufficient in law to support that power.

Derivative Actions. The CGCL provides that a shareholder bringing a
derivative action on behalf of the corporation need not have been a
shareholder at the time of the transaction in question, provided that certain
tests are met. The CGCL also provides that the corporation or the defendant in
a derivative suit may make a motion to the court for an order requiring the
plaintiff shareholder to furnish a security bond.

Derivative actions may be brought in Delaware by a stockholder on behalf of,
and for the benefit of, the corporation. The DGCL provides that a stockholder
must represent in the complaint that he or she was a stockholder of the
corporation at the time of the transaction of which he or she complains. A
stockholder may not sue derivatively unless he first makes demand on the
corporation that it bring suit and such demand has been refused, unless it is
shown that such demand would have been futile. The DGCL does not have a
bonding requirement similar to that of the CGCL.

Dividends. The CGCL provides that a corporation may, unless otherwise
restricted by its articles of incorporation, make distributions (including
cash dividends) to its shareholders (a) if the amount of the retained earnings
of the corporation immediately prior to such distribution equals or exceeds
the amount of such distribution; (b) if, after giving effect to such
distribution, the sum of the assets of the corporation (exclusive of goodwill,
capitalized research and development expenses and deferred charges) would be
at least equal to 125% of its liabilities (not including deferred taxes,
deferred income and other deferred credits); or (c) if such corporation's
total current assets would be at least equal to its current liabilities or, if
the average of the earnings of the corporation before taxes on income and
before interest expense for the two preceding fiscal years was less than the
average of the interest expense of the corporation for those fiscal years, at
least equal to 125% of its current liabilities. Meta's Bylaws provide that the
Meta Board of Directors may pay distributions and dividends as permitted by
law and by Meta's Articles. A Delaware corporation may pay dividends not only
out of surplus (the excess of net assets over capital) but also out of net
profits for the current or preceding fiscal year if it has no surplus, subject
to any restrictions contained in the certificate of incorporation. Avant!'s
Certificate contains no restrictions on dividend payments.

Indemnification. The DGCL provides that a corporation may indemnify its
present and former directors, officers, employees and agents against all
reasonable expenses (including attorneys' fees) and, against all judgments,
fines and amounts paid in settlement in actions brought against them (except
in actions by or in the right of the corporation) if such person acted in good
faith, and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the stockholders and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The corporation shall indemnify such person to the extent that he or
she is successful on the merits or otherwise in the defense of any claim,
issue or matter associated with an action. Avant!'s Certificate provides for
indemnification of directors or officers to the fullest extent authorized by
the DGCL.

Under the CGCL, (i) a corporation has the power to indemnify present and
former directors, officers, employees and agents against expenses, judgments,
fines and settlements (other than in connection with actions by or in the
right of the corporation) if that person acted in good faith and in a manner
the person reasonably believed to be in the best interests of the corporation
and, in the case of a criminal proceeding, had no reasonable cause to believe
the conduct of the person was unlawful, and (ii) a corporation has the power
to indemnify, with certain exceptions, any person who is a party to any action
by or in the right of the corporation, against expenses actually and
reasonably incurred by that person in connection with the defense or
settlement of the action if the person acted in good faith and in a manner the
person believed to be in the best interests of the corporation and its
shareholders.

104
<PAGE>

The indemnification authorized by the CGCL is not exclusive, and a
corporation may grant its directors, officers, employees or other agents
certain additional rights to indemnification. Meta's Articles and the Meta's
Bylaws provide for the indemnification of its agents (as defined under the
CGCL) to the fullest extent permissible under the CGCL, which may be in excess
of the indemnification expressly permitted by Section 317 of the CGCL, subject
to the limits set forth in Section 204 of the CGCL with respect to actions for
breach of duty to the corporation and its shareholders.

The DGCL and the CGCL allow for the advance payment on an indemnitee's
expenses prior to the final disposition of an action, provided that the
indemnitee undertakes to repay any such amount advanced if it is later
determined that the Indemnitee is not entitled to indemnification with regard
to the action for which the expenses were advanced.

Fiduciary Duties of Directors. Directors of corporations incorporated or
organized under the DGCL and the CGCL have fiduciary obligations to the
corporation and its shareholders. Pursuant to these fiduciary obligations, the
directors must act in accordance with the so-called duties of "care" and
"loyalty." Under the DGCL, the duty of care requires that the directors act in
an informed and deliberative manner and to inform themselves, prior to making
a business decision, of all material information reasonably available to them.
The duty of loyalty may be summarized as the duty to act in good faith, not
out of self-interest and in a manner that the directors reasonably believe to
be in the best interest of the corporation. Under the CGCL, the duty of
loyalty requires directors to perform their duties in good faith in a manner
that the directors reasonably believe to be in the best interest of the
corporation and its stockholders. The duty of care requires that the directors
act with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would exercise under similar circumstances.

Limitation of Liability. The DGCL and the CGCL each provide that the charter
documents of the corporation may include provisions which limit or eliminate
the liability of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided such liability
does not arise from certain proscribed conduct, including, in the case of the
DGCL, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, breach of the duty of loyalty, the
payment of unlawful dividends or expenditure of funds for unlawful stock
purchases or redemptions or transactions from which such director derived an
improper personal benefit, or, in the case of the CGCL, intentional misconduct
or knowing and culpable violation of law, acts or omissions that a director
believes to be contrary to the best interest of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, the receipt of an improper personal benefit, acts or omissions that
show reckless disregard for the director's duty to the corporation or its
shareholders, where the director in the ordinary course of performing a
director's duties should be aware of a risk of serious injury to the
corporation or its shareholders, acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation and its shareholders, interested
transactions between the corporation and a director in which a director has a
material financial interest and liability for improper distributions, loans or
guarantees. Avant!'s Certificate contains a provision limiting the liability
of its directors to the fullest extent permitted by the DGCL. Meta's Articles
contain a provision limiting the liability of its directors to the fullest
extent provided by the CGCL.

Cumulative Voting for Directors. Under the CGCL, unless, subject to certain
statutory restrictions, prohibited in the corporation's articles of
incorporation, if any shareholder has given notice of his or her intention to
cumulate votes for the election of directors, any other shareholder of the
corporation is also entitled to cumulate his or her votes at such election.
Meta's Articles do not prohibit cumulative voting. Cumulative voting must be
expressly provided for in the certificate of incorporation of a Delaware
corporation. Avant!'s Certificate of Incorporation does not provide for
cumulative voting.

Filling Vacancies on the Board of Directors. Under the DGCL, unless the
bylaws or certificate of incorporation provides otherwise, the board of
directors may fill vacancies, including vacancies created by an increase in
the number of directors. If the directors remaining in office constitute less
than a quorum of the board, the vacancy may be filled by the affirmative vote
of a majority of all the directors then in office, or by the sole

105
<PAGE>

remaining director. Avant! Bylaws mirror this statutory provision. The CGCL
grants similar authority to the directors, subject to a provision to the
contrary in the articles of incorporation; provided, however, that unless
otherwise provided by the bylaws or articles of incorporation, only the
shareholders may fill vacancies created by the removal of directors.

Removal of Directors. Under the CGCL, any director or the entire board of
directors may be removed, with or without cause, with the approval of a
majority of the outstanding shares entitled to vote; however, no individual
director may be removed (unless the entire board is removed) if the number of
votes cast against such removal would be sufficient to elect the director
under cumulative voting. Stockholders of a Delaware corporation holding a
majority of the outstanding shares entitled to vote for directors may remove a
director with or without cause, except in certain cases involving classified
boards or where cumulative voting is permitted. Avant!'s Bylaws provide for
such removal with or without cause.

Inspection of Books and Records. Under the CGCL, any shareholder of record
who is the holder of at least five percent of all of the outstanding shares of
stock of a corporation is entitled to examine and copy a corporation's
shareholder ledger. The CGCL also provides that any shareholder of record may
inspect the accounting books and records of the corporation for a purpose
reasonably related to such holder's interests as a shareholder. Under the
DGCL, any stockholder has the right to inspect and make copies of the
stockholder ledger and other books and records of the corporation upon written
demand.

THE FOREGOING IS AN ATTEMPT TO SUMMARIZE THE MORE IMPORTANT DIFFERENCES IN
THE CORPORATION LAWS OF THE TWO STATES AND DOES NOT PURPORT TO BE A COMPLETE
LISTING OF DIFFERENCES IN THE RIGHTS AND REMEDIES OF HOLDERS OF SHARES OF
CALIFORNIA, AS OPPOSED TO DELAWARE, CORPORATIONS. SUCH DIFFERENCES CAN BE
DETERMINED IN FULL BY REFERENCE TO THE CGCL AND TO THE DGCL. IN ADDITION, THE
LAWS OF CALIFORNIA AND DELAWARE PROVIDE THAT SOME OF THE STATUTORY PROVISIONS
AS THEY AFFECT VARIOUS RIGHTS OF HOLDERS OF SHARES MAY BE MODIFIED BY
PROVISIONS IN THE ARTICLES OF INCORPORATION, CHARTER OR BYLAWS OF THE
CORPORATION.

106
<PAGE>

LEGAL MATTERS

Certain legal matters in connection with the Avant! Common Stock to be
issued in connection with the Merger will be passed upon for Avant! by
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Palo Alto,
California. Venture Law Group, A Professional Corporation, Menlo Park,
California, is acting as counsel for Meta in connection with certain legal
matters relating to the Merger.

EXPERTS

The supplemental consolidated balance sheets of Avant! Corporation and
subsidiaries as of December 31, 1994 and 1995 and the supplemental
consolidated statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995 have been
audited by KPMG Peat Marwick LLP, independent certified public accountants,
and are included herein in reliance upon the report of KPMG Peat Marwick LLP,
which is based partially upon the report of other auditors, and upon the
authority of such firm as experts in accounting and auditing.

The consolidated balance sheets of Avant! Corporation and subsidiaries as of
December 31, 1994 and 1995 and the consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995 have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, and are incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, and upon the
authority of such firm as experts in accounting and auditing.

The financial statements of Meta-Software, Inc. as of December 31, 1994 and
1995 and for each of the years in the three-year period ended December 31,
1995, have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, and are included herein in reliance upon the report of KPMG Peat
Marwick LLP, and upon the authority of such firm as experts in accounting and
auditing.

The firm KPMG Peat Marwick LLP served as independent certified public
accountants for Avant! for the year ended December 31, 1995 and served as
independent certified public accountants for Meta for the year ended December
31, 1995. Representatives of KPMG Peat Marwick LLP will be present at the
Avant! Special Meeting and Meta Special Meeting, respectively, and will have
the opportunity at such meetings to make a statement if such representatives
desire to do so. In addition, such representatives will be available to
respond to appropriate questions raised at the meetings.

107
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

INDEX TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report.......................................... F-2
Supplemental Consolidated Balance Sheets.............................. F-3
Supplemental Consolidated Statements of Income........................ F-4
Supplemental Consolidated Statements of Shareholders' Equity ......... F-5
Supplemental Consolidated Statements of Cash Flows.................... F-6
Notes to Supplemental Consolidated Financial Statements............... F-7
Supplemental Schedule of Valuation and Qualifying Accounts--Allowance
for doubtful accounts................................................ F-21
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Avant! Corporation:

We have audited the accompanying supplemental consolidated balance sheets of
Avant! Corporation and subsidiaries (the Company) as of December 31, 1994 and
1995, and the related supplemental consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995. In connection with our audit of the
accompanying supplemental consolidated financial statements, we also have
audited the accompanying supplemental financial statement schedule. These
supplemental consolidated financial statements and supplemental financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these supplemental consolidated
financial statements and supplemental financial statement schedule based on
our audits. We did not audit the financial statements of Anagram Incorporated,
which statements reflect total assets constituting 1% and 3%, total revenues
constituting 1% and 8%, and income before income taxes constituting 1% and 17%
in 1994 and 1995, respectively, of the related supplemental consolidated
totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts
included for Anagram Incorporated, is based solely on the report of the other
auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of the other
auditors provide a reasonable basis for our opinion.

The supplemental consolidated financial statements give retroactive effect
to the merger of Avant! Corporation and Anagram Incorporated on September 27,
1996, which has been accounted for as a pooling of interests as described in
Note 2 to the supplemental consolidated financial statements. Generally
accepted accounting principles proscribe giving effect to a consummated
business combination accounted for by the pooling-of-interests method in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation. However,
they will become the historical consolidated financial statements of Avant!
Corporation and subsidiaries after financial statements covering the date of
consummation of the business combination are issued.

In our opinion, based on our audits and the report of the other auditors,
the supplemental consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Avant! Corporation
and subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles applicable after financial statements are issued for a period which
includes the date of consummation of the business combination. Also in our
opinion, the related supplemental financial statement schedule, when
considered in relation to the supplemental consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information
set forth therein.

September 27, 1996

F-2
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- JUNE 30,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents...................... $ 5,848 $23,808 $ 11,636
Short-term investments......................... 23,561 46,969 67,230
Accounts receivable, net....................... 4,611 7,262 6,675
Deferred income taxes.......................... 2,835 1,646 2,625
Other.......................................... 970 1,713 6,104
------- ------- --------
Total current assets......................... 37,825 81,398 94,270
Equipment, furniture, and fixtures, net.......... 2,401 5,217 5,798
Capitalized software, net........................ 315 150 102
Other............................................ 4 7 17
------- ------- --------
Total assets................................. $40,545 $86,772 $100,187
======= ======= ========
LIABILITIES, MANDATORY REDEEMABLE
CONVERTIBLE PREFERRED STOCK, AND SHAREHOLDERS'
EQUITY
----------------------------------------------
Current liabilities:
Current portion of capital lease obligations... $ 273 $ 145 $ 103
Accounts payable............................... 551 832 947
Accrued compensation........................... 1,754 2,319 2,492
Accrued income taxes........................... 150 553 772
Other accrued liabilities...................... 703 1,842 2,900
Deferred revenue............................... 2,308 5,545 8,529
------- ------- --------
Total current liabilities.................... 5,739 11,236 15,743
Capital lease obligations, less current portion.. 147 40 14
Deferred rent.................................... -- 110 91
Deferred income taxes............................ 681 381 188
Convertible notes payable........................ 100 -- --
------- ------- --------
Total liabilities............................ 6,667 11,767 16,036
------- ------- --------
Mandatory redeemable convertible preferred stock:
Mandatory redeemable convertible preferred
stock, and convertible preferred stock with
put option, $.0001 par value; 3,655 shares
authorized; 3,570 shares issued and
outstanding (liquidation value of $8,536) in
1994; no shares issued and outstanding in 1995
and 1996...................................... 8,312 -- --
Shareholders' equity:
Series A convertible preferred stock, $.0001
par value; 5,000 shares authorized; 687 shares
issued and outstanding (liquidation value of
$907) in 1994; no shares issued and
outstanding in 1995 and 1996 -- -- --
Common stock, $.0001 par value; 10,000, 25,000,
and 25,000 shares authorized; 9,800, 17,886,
and 18,456 shares issued and outstanding in
1994, 1995, and 1996, respectively............ 10 18 18
Additional paid-in capital..................... 25,149 68,489 70,559
Deferred stock compensation.................... (62) (517) (436)
Net unrealized gain (loss) on short-term
investments................................... (222) 89 (142)
Retained earnings.............................. 691 6,926 14,152
------- ------- --------
Shareholders' equity......................... 25,566 75,005 84,151
------- ------- --------
Total liabilities, mandatory redeemable
convertible preferred stock, and
shareholders' equity........................ $40,545 $86,772 $100,187
======= ======= ========
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-3
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER ENDED
31, JUNE 30,
------------------------- ----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue:
Software....................... $ 7,648 $16,660 $35,633 $14,902 $25,508
Services....................... 1,060 2,539 5,879 2,172 6,036
------- ------- ------- ------- -------
Total revenue................ 8,708 19,199 41,512 17,074 31,544
------- ------- ------- ------- -------
Costs and expenses:
Costs of software.............. 236 341 444 232 443
Costs of services.............. 614 1,352 2,988 1,190 2,435
Selling and marketing.......... 3,305 7,655 13,722 5,989 8,263
Research and development....... 3,309 4,963 8,284 3,377 5,855
General and administrative..... 1,626 2,123 3,615 1,512 4,939
Merger expenses................ -- -- 3,590 -- --
------- ------- ------- ------- -------
Total operating expenses..... 9,090 16,434 32,643 12,300 21,935
------- ------- ------- ------- -------
Income (loss) from
operations.................. (382) 2,765 8,869 4,774 9,609
Interest income.................. 200 878 2,468 801 1,685
Interest expense................. (95) (148) (62) (27) (7)
------- ------- ------- ------- -------
Income (loss) before income
taxes....................... (277) 3,495 11,275 5,548 11,287
Provision for income taxes
(benefit)....................... (1,596) 1,216 5,040 1,850 4,061
------- ------- ------- ------- -------
Net income................... $ 1,319 $ 2,279 $ 6,235 $ 3,698 $ 7,226
======= ======= ======= ======= =======
Net income per common share...... $ 0.11 $ 0.15 $ 0.34 $ 0.22 $ 0.36
======= ======= ======= ======= =======
Weighted average number of common
and common equivalent shares
outstanding..................... 12,042 14,931 18,099 16,843 20,026
======= ======= ======= ======= =======
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-4
<PAGE>

AVANT! CORPORATION

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SERIES A
CONVERTIBLE
PREFERRED NET UNREALIZED
STOCK COMMON STOCK ADDITIONAL DEFERRED GAIN (LOSS) ON RETAINED
-------------- --------------- PAID-IN STOCK SHORT-TERM EARNINGS SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION INVESTMENTS (DEFICIT) EQUITY
------ ------ ------- ------ ---------- ------------ -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances as of December
31, 1992............... 1,710 $ 630 4,973 $ 5 $ 3,075 $ -- $ -- $(2,804) $ 906
Issuance of common
stock.................. -- -- 1,294 1 112 -- -- -- 113
Repurchase and
retirement of common
stock.................. -- -- (2) -- (2) -- -- -- (2)
Unrealized loss on
short-term investments -- -- -- -- -- -- (8) -- (8)
Net income for 1993..... -- -- -- -- -- -- -- 1,319 1,319
------ ----- ------- --- ------- ----- ----- ------- -------
Balances as of December
31, 1993............... 1,710 630 6,265 6 3,185 -- (8) (1,485) 2,328
Issuance of common
stock.................. -- -- 22 -- 20 -- -- -- 20
Conversion of preferred
stock to common stock.. (1,023) (630) 1,023 1 629 -- -- -- --
Issuance of shares in
public offering, net of
expenses............... -- -- 2,250 3 20,340 -- -- -- 20,343
Issuance of common stock
under stock option
plan, including related
tax benefits........... -- -- 134 -- 848 -- -- -- 848
Issuance of common stock
under employee stock
purchase plan.......... -- -- 5 -- 66 -- -- -- 66
Issuance of shares and
accumulated deficit of
merged company (PSI)... -- -- 113 -- 1 -- -- (103) (102)
Repurchase of common
stock.................. -- -- (12) -- (2) -- -- -- (2)
Issuance of common stock
options at below market
value.................. -- -- -- -- 62 (62) -- -- --
Unrealized loss on
short-term
investments............ -- -- -- -- -- -- (214) -- (214)
Net income for 1994..... -- -- -- -- -- -- -- 2,279 2,279
------ ----- ------- --- ------- ----- ----- ------- -------
Balances as of December
31, 1994............... 687 -- 9,800 10 25,149 (62) (222) 691 25,566
Issuance of common
stock.................. -- -- 726 1 158 -- -- -- 159
Conversion of debt to
common stock........... -- -- 108 -- 100 -- -- -- 100
Issuance of shares in
public offering, net of
expenses............... -- -- 2,360 2 27,711 -- -- -- 27,713
Conversion of mandatory
redeemable convertible
preferred stock into
common stock........... -- -- 3,570 4 8,308 -- -- -- 8,312
Conversion of preferred
stock into common
stock.................. (687) -- 687 -- -- -- -- -- --
Exercise of stock
options and warrants,
including related tax
benefits............... -- -- 570 1 5,944 -- -- -- 5,945
Repurchase of common
stock.................. -- -- (18) -- (3) -- -- -- (3)
Issuance of common stock
options at below market
value.................. -- -- -- -- 588 (588) -- -- --
Amortization of deferred
stock compensation..... -- -- -- -- -- 133 -- -- 133
Issuance of common stock
under employee stock
purchase plan.......... -- -- 43 -- 534 -- -- -- 534
Unrealized gain on
short-term
investments............ -- -- -- -- -- -- 311 -- 311
Net income for 1995..... -- -- -- -- -- -- -- 6,235 6,235
------ ----- ------- --- ------- ----- ----- ------- -------
Balances as of December
31, 1995............... -- -- 17,886 18 68,489 (517) 89 6,926 75,005
Exercise of common stock
options including
related tax benefits
(unaudited)............ -- -- 522 -- 1,440 -- -- -- 1,440
Issuance of common stock
under employee stock
purchase plan
(unaudited)............ -- -- 47 -- 630 -- -- -- 630
Amortization of deferred
stock compensation
(unaudited)............ -- -- -- -- -- 81 -- -- 81
Unrealized loss on
investments
(unaudited)............ -- -- -- -- -- -- (231) -- (231)
Net income for six
months ended June 30,
1996 (unaudited)....... -- -- -- -- -- -- -- 7,226 7,226
------ ----- ------- --- ------- ----- ----- ------- -------
Balances as of June 30,
1996 (unaudited)....... -- $ -- $18,456 $18 $70,559 $(436) $(142) $14,152 $84,151
====== ===== ======= === ======= ===== ===== ======= =======
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-5
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
--------------------------- ------------------
1993 1994 1995 1995 1996
------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income................. $ 1,319 $ 2,279 $ 6,235 $ 3,698 $ 7,226
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation............. 340 644 1,206 480 1,086
Loss on disposal of
equipment............... -- -- 4 -- --
Amortization of
capitalized software
cost.................... 145 199 228 113 48
Amortization of deferred
stock compensation...... -- -- 133 52 81
Deferred income taxes.... (2,404) 398 2,192 1,674 (842)
Deferred rent............ (19) (5) 110 -- (19)
Changes in operating
assets and liabilities:
Accounts receivable,
net................... (1,245) (2,483) (2,651) (1,175) 587
Other assets........... (103) (51) (747) 41 (4,401)
Accounts payable....... 151 266 281 136 115
Accrued compensation... 576 1,057 565 605 173
Accrued income taxes... 221 (221) 403 121 219
Other accrued
liabilities........... 252 301 1,139 (147) 1,058
Deferred revenue....... 1,493 (77) 3,237 1,054 2,984
------- -------- -------- -------- --------
Net cash provided by
operating
activities.......... 726 2,307 12,335 6,652 8,315
------- -------- -------- -------- --------
Cash flows from investing
activities:
Purchases of short-term
investments............... (2,529) (92,615) (79,568) (60,907) (88,692)
Maturities and sales of
short-term investments.... 667 71,366 56,471 56,042 68,200
Purchases of equipment,
furniture, and fixtures... (696) (1,518) (4,026) (1,717) (1,667)
Capitalized software
development costs......... (140) (143) (63) (63) --
Cash received in merger.... -- 19 -- -- --
------- -------- -------- -------- --------
Net cash used in
investing
activities.......... (2,698) (22,891) (27,186) (6,645) (22,159)
------- -------- -------- -------- --------
Cash flows from financing
activities:
Payment on note assumed in
merger.................... -- (89) -- -- --
Principal payments under
capital lease
obligations............... (134) (235) (235) (141) (68)
Proceeds from issuance of
preferred stock, net...... 4,482 -- -- -- --
Repurchase of common
stock..................... -- (2) (3) -- --
Exercise of stock options.. -- 201 4,643 3,587 1,110
Issuance of common stock
under employee stock
purchase plan............. -- 66 534 99 630
Proceeds from issuance of
common stock, net......... 98 20,363 27,872 27,932 --
Proceeds from issuance of
convertible note.......... -- 100 -- -- --
------- -------- -------- -------- --------
Net cash provided by
financing
activities.......... 4,446 20,404 32,811 31,477 1,672
------- -------- -------- -------- --------
Net increase (decrease) in
cash and cash equivalents... 2,474 (180) 17,960 31,484 (12,172)
Cash and cash equivalents,
beginning of year........... 3,554 6,028 5,848 5,848 23,808
------- -------- -------- -------- --------
Cash and cash equivalents,
end of year................. $ 6,028 $ 5,848 $ 23,808 $ 37,332 $ 11,636
======= ======== ======== ======== ========
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-6
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Avant! Corporation (the Company or Avant!), formerly ArcSys, Inc., develops,
markets and supports software products that assist design engineers in the
automated design, layout, physical verification, and analysis of advanced
integrated circuits. Its primary customers are semiconductor manufacturers in
the United States, Japan, Korea, Taiwan, and Europe.

Principles of Presentation and Preparation

The accompanying supplemental consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The supplemental consolidated financial statements have been restated to
reflect the effect of the mergers with Integrated Silicon Systems, Inc. (ISS)
and Anagram, Incorporated (Anagram) discussed in Note 2.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Revenue Recognition

Revenue consists primarily of fees for licenses of the Company's software
products, maintenance, and customer support.

Software Revenue

Revenue from the sale of software licenses is recognized upon shipment of
the products, delivery of permanent authorization codes, and fulfillment of
acceptance terms, if any, providing that no significant vendor and post-
contract support obligations remain and collection of the related
receivable is probable. Any remaining insignificant vendor obligations are
accrued at the time the revenue is recognized. In instances where there is
a contingency regarding the sale, revenue recognition is delayed until the
contingency has been resolved. When the Company receives advance payments
for software products, such payments are reported as deferred revenue until
all conditions for revenue recognition are met. The Company has entered
into certain license agreements under which software, support and other
services are provided to a customer for a bundled price for a specific
period of time. Generally, revenue under such agreements is recognized
ratably over the contract period.

Services Revenue

Maintenance revenue is deferred and recognized ratably over the term of
the maintenance agreement, which is typically 12 months. Revenue from
customer training, support, and other services is recognized as the service
is performed.

Cash and Cash Equivalents

For the purpose of the accompanying supplemental consolidated statements of
cash flows, the Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.

F-7
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

Cash equivalents are stated at cost and consist primarily of overnight
Eurodollar deposits, certificates of deposit, and commercial paper. The
carrying amount of cash and cash equivalents approximates fair value.

Short-Term Investments

Short-term investments, which consist of demand deposit investments in
limited-maturity fixed-income mutual funds, short-term debt securities, U.S.
government agency debt securities, U.S. Treasury Bills, municipal/corporate
auction preferred stock, and municipal bonds, are reported at fair value and
are classified as available-for-sale securities. The cost of securities sold
is determined using the specific identification method when computing realized
gains and losses. Fair value is determined using available market information.
There were no realized gains or losses on investments sold during 1993, 1994,
or 1995. As of December 31, 1994, the gross unrealized loss on short-term
investments was $222,000. As of December 31, 1995, the net unrealized gain on
short-term investments of $89,000 consisted of $136,000 of gross unrealized
gains, and $47,000 of gross unrealized losses.

Equipment, Furniture, and Fixtures

Equipment, furniture, and fixtures consist primarily of computer
workstations and file servers for employees and are stated at cost net of
accumulated depreciation of $1,412,000 and $2,271,000 as of December 31, 1994
and 1995, respectively. Depreciation is provided on the straight-line method
over the estimated useful lives of the related assets (generally five years).

Software Development Costs

Certain software development costs for new products and product enhancements
are capitalized upon the establishment of technological feasibility, which is
defined by the Company as the completion of a working model of the software.
Capitalization of computer software development costs ceases, and amortization
begins, when the product is available for general release to customers. The
ongoing assessment of the realizability of these costs requires considerable
judgment related to anticipated future product revenues, estimated economic
life, and changes in hardware and software technology. The amount of software
development costs capitalized for the years 1993, 1994, and 1995 was $140,000,
$143,000, and $63,000, respectively. Accumulated amortization of software
development costs was $849,000 and $997,000 as of December 31, 1994 and 1995,
respectively.

Amortization of software development costs is provided on a product-by-
product basis. Annual amortization is the greater of the amount computed using
the ratio of current product revenue to the total of current and anticipated
future product revenue or the straight-line method over the remaining
estimated economic life of the product. All current products have estimated
economic lives of three years. Amortization of software development costs for
the years 1993, 1994, and 1995 was $145,000, $199,000, and $228,000,
respectively. Amortization of software development costs is included in costs
of software in the accompanying supplemental consolidated statements of
income.

Income Taxes

Income taxes are provided under the asset and liability method, whereby
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are

F-8
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized. Prior to 1995, the Company had
experienced net operating losses and had established a valuation allowance
against its deferred tax assets relating to the resulting net operating loss
carryforwards for tax purposes due to the uncertainty surrounding the
realization of such assets. As a result of the mergers discussed in Note 2,
the Company's income tax provisions were restated and the valuation allowance
was eliminated during 1993.

Net Income Per Common Share

Net income per common share is computed using the weighted average number of
common and common equivalent shares outstanding during each period presented
using the treasury stock method.

Common stock equivalents consist of stock options and awards (using the
treasury stock method) and convertible preferred stock. Common stock
equivalents are excluded from the computation if their effect is antidilutive,
except that common stock issued and stock options and awards during the 12
months preceding the initial filing of the Registration Statement for the
Company's initial public offering have been included in the calculation of
common and common equivalent shares using the treasury stock method as if they
were outstanding for all periods presented.

Statements of Cash Flows

Interest of $36,000, $42,000, $51,000, $20,000 and $7,000 was paid in the
years ended 1993, 1994, and 1995, and the six-month periods ended June 30,
1995 and 1996 respectively. Income taxes of $619,000, $1,200,000, $711,000,
$150,000, and $4,692,000 were paid in the years ended 1993, 1994, and 1995,
and the six-month periods ended June 30, 1995 and 1996, respectively.
Acquisition of equipment under capital lease obligations was $247,000 and
$298,000 during 1993, and 1994, respectively. Deferred stock compensation of
$62,000, $588,000 and $588,000, was recognized in the years ended 1994 and
1995, and the six-month period ended June 30, 1995, respectively, for stock
options issued below market value. In connection with the Company's initial
public offering in 1995, mandatory redeemable convertible preferred stock was
converted to common stock in the amount of $8,312,000. Conversion of long-term
debt to common stock was $100,000 in 1995.

Translation of Foreign Currencies

The Company's foreign subsidiary considers the U.S. dollar its functional
currency. Resulting foreign exchange gains and losses, which have been
insignificant, are included in the results of operations.

Stock-Based Compensation

The Company has various stock-based compensation plans as discussed in Note
4. The Company has accounted for the effect of its stock-based compensation
plans under Accounting Principles Bulletin No. 25, Accounting for Stock Issued
to Employees. The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 123, and plans to use the pro forma approach allowed
under this standard. Disclosures under SFAS No. 123 will be required in the
Company's December 31, 1996 consolidated financial statements.

F-9
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

Unaudited Interim Supplemental Consolidated Financial Statements

The accompanying unaudited supplemental consolidated financial statements as
of June 30, 1996 and for the six-month periods ended June 30, 1995 and 1996,
have been prepared on substantially the same basis as the audited supplemental
consolidated financial statements, and included all adjustments, consisting
only of normal recurring adjustments, which management believes are necessary
for a fair presentation of the financial information set forth herein.

(2) MERGERS

On September 27, 1996, the Company issued approximately 2,181,004 shares of
its common stock for all of the outstanding common and preferred stock of
Anagram, and assumed approximately 232,789 stock options and subscriptions
under option plans. The Anagram outstanding preferred stock has been presented
as common stock for all periods in the supplemental consolidated financial
statements. The merger has been accounted for as a pooling of interests, and,
accordingly, the Company's supplemental consolidated financial statements have
been restated for all periods prior to the merger to include the results of
operations, financial position, and cash flows of Anagram. Total revenue and
net income for the individual entities as previously reported are as follows
(in thousands):

<TABLE>
<CAPTION>
YEARS ENDED SIX-MONTH
DECEMBER 31, PERIOD ENDED
--------------- JUNE 30,
1994 1995 1996
------- ------- ------------
<S> <C> <C> <C>
Total revenue
Avant!........................................ $18,958 $38,004 $27,169
Anagram....................................... 241 3,508 4,375
------- ------- -------
$19,199 $41,512 $31,544
======= ======= =======
Net income
Avant!........................................ $ 2,260 $ 5,065 $ 5,593
Anagram....................................... 19 1,170 1,633
------- ------- -------
$ 2,279 $ 6,235 $ 7,226
======= ======= =======
</TABLE>

In connection with the merger with Anagram, the Company will record
estimated related costs of approximately $900. These costs consist primarily
of the following: (i) approximately $385 for transaction fees for attorneys,
accountants, investment bankers, and other related charges; (ii) approximately
$235 for the elimination of duplicate facilities and equipment; (iii)
approximately $280 for severance, relocation, and related costs. All of the
merger-related costs relate to cash expenditures.

On November 27, 1995, the Company issued approximately 6,400,000 shares of
its common stock for all of the outstanding common stock of ISS, and assumed
approximately 1,500,000 stock options and subscriptions under various ISS
stock option and purchase plans. The merger has been accounted for as a
pooling of interests, and accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the merger to include
the results of operations, financial position, and cash flows of ISS. As a
result of the merger, the Company's income tax provisions were restated and
the deferred tax valuation allowance was eliminated

F-10
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

during 1993. Total revenue and net income for the individual entities as
previously reported are as follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED NINE-MONTH
DECEMBER 31, PERIOD ENDED
---------------- SEPTEMBER 30,
1993 1994 1995
------- ------- -------------
<S> <C> <C> <C>
Total revenue
Avant!..................................... $ 1,696 $ 6,191 $12,087
ISS........................................ 7,012 12,767 14,414
------- ------- -------
$ 8,708 $18,958 $26,501
======= ======= =======
Net income
Avant!..................................... $(2,174) $(1,206) $ 3,073
ISS........................................ 1,370 3,128 3,890
------- ------- -------
(804) 1,922 6,963
Adjustment for deferred taxes.............. 2,146 338 (957)
------- ------- -------
$ 1,342 $ 2,260 $ 6,006
======= ======= =======
</TABLE>

In connection with the merger with ISS, the Company recorded related costs
of approximately $3,600,000. These costs consisted primarily of the following:
(i) approximately $2,858,000 for transaction fees for attorneys, accountants,
investment bankers, and other related charges; (ii) approximately $233,000 for
the elimination of duplicate facilities and equipment; (iii) approximately
$337,000 for severance; and (iv) approximately $162,000 for incremental
travel, communications, consulting, and other costs associated with internal
activities. Of the $3,600,000 million of merger-related costs, approximately
$3,400,000 related to cash expenditures while approximately $200,000 related
to noncash charges. As of December 31, 1995, accrued liabilities included
$392,000 of expected future cash expenditures.

On May 5, 1994, ISS completed a merger with Performance Signal Integrity,
Inc. (PSI), a Pennsylvania corporation. The accumulated deficit and operations
of PSI were not material to ISS, and the merger was accounted for as an
immaterial pooling of interests. Therefore, ISS's previously reported
financial results were not restated for the PSI merger.

(3) MANDATORY REDEEMABLE CONVERTIBLE PREFERRED STOCK CONVERSION

In connection with the completion of the Company's initial public offering
in June 1995, all the outstanding mandatory redeemable convertible preferred
stock was automatically converted into approximately 3,570,000 shares of the
Company's common stock. In addition, outstanding warrants to acquire Series B
preferred stock were automatically converted into approximately 26,000 shares
of the Company's common stock.

F-11
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

As of December 31, 1994, mandatory redeemable convertible preferred stock
consisted of the following (in thousands):

<TABLE>
<CAPTION>
SHARES ISSUED AND LIQUIDATION
SERIES AUTHORIZED OUTSTANDING VALUE
------ ---------- ----------- -----------
<S> <C> <C> <C>
A...................................... 313 313 $ 693
B...................................... 1,942 1,910 3,343
C...................................... 1,400 1,347 4,500
----- ----- ------
3,655 3,570 $8,536
===== ===== ======
</TABLE>

(4) SHAREHOLDERS' EQUITY

Initial Public Offering and Changes in Authorized Common and Preferred Stock

In April 1995, the Company's Board of Directors authorized the Company to
issue up to 5,000,000 shares of preferred stock in one or more series and to
fix the rights, preferences, privileges, and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, and the number of shares constituting any series or
the designation of such series, without any further vote or action by the
shareholders. In addition, the Company increased its authorized number of
shares of common stock from 10,000,000 to 25,000,000 shares.

In June 1995, the Company closed its initial public offering of common stock
at $13.00 per share. The net proceeds of the offering were $27,713,000 after
deducting applicable costs and expenses. In connection with the public
offering, all the outstanding Series A preferred stock automatically converted
into approximately 687,000 shares of the Company's common stock.

Common Stock

The Company has issued to the Company's founders and employees 2,683,000
shares of its common stock, which are subject to repurchase upon termination
of employment. The number of shares of common stock subject to the Company's
right to repurchase declines 25% after the founder or employee has been
employed one year, and thereafter ratably over three years on a monthly basis.
As of December 31, 1994 and 1995, 232,000 and 66,000 shares, respectively,
were subject to repurchase. In addition, certain Anagram shares of common
stock were subject to repurchase.

1995 Stock Option/Stock Issuance Plan

The Company approved the 1995 Stock Option/Stock Issuance Plan (the 1995
Plan) in April 1995, under which all remaining outstanding stock options and
shares available for grant under the Company's 1993 Stock Option/Stock
Issuance Plan and 1,000,000 additional shares of the Company's common stock
have been authorized for issuance, for a total of 2,336,000 shares of the
Company's common stock. The 1995 Plan is intended to serve as a successor to
the 1993 Stock Option/Stock Issuance Plan (see below) and has terms similar to
those of the 1993 Stock Option/Stock Issuance Plan. Under the 1995 Plan,
however, each individual serving as a nonemployee member of the Company's
Board of Directors on the date the Underwriting Agreement for the initial
public offering was executed received an option grant on such date for 20,000
shares of the Company's common stock, provided such individual had not
otherwise been in the prior employ of the Company. Each individual who first
becomes a nonemployee member of the Board of Directors thereafter will receive
a 20,000

F-12
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

share option grant on the date such individual joins the Board of Directors
provided such individual has not been in the prior employ of the Company. In
addition, at each annual shareholders' meeting, beginning with the 1996 Annual
Shareholders' Meeting, each individual who is to continue to serve as a
nonemployee member of the Board of Directors after the meeting will receive an
additional option grant to purchase 5,000 shares of common stock whether or
not such individual has been in the prior employ of the Company.

1993 Stock Option/Stock Issuance Plan

In September 1993, the Board of Directors approved the 1993 Stock
Option/Stock Issuance Plan (the 1993 Plan). Options granted under the 1993
Plan may be either incentive stock options or nonstatutory stock options, as
designated by the Company's Board of Directors. The 1993 Plan provides that
the exercise price of an incentive stock option and a nonstatutory option will
be no less than the fair market value and 85% of the fair market value,
respectively, of the Company's common stock at the date of grant, as
determined by the Company's Board of Directors.

The Company's Board of Directors also has the authority to set exercise
dates (no longer than 10 years from the date of grant), payment terms, and
other provisions for each grant. Generally options granted under the 1993 Plan
become exercisable as to 25% of the shares on the anniversary date of grant
and thereafter become exercisable ratably over three years. Activity under the
1993 Plan is as follows:

<TABLE>
<CAPTION>
OPTIONS NUMBER EXERCISE
AVAILABLE OF PRICE PER
FOR GRANT OPTIONS SHARE
--------- --------- -------------
<S> <C> <C> <C>
Options available for grant under
plan................................. 576,000 -- $ --
Granted............................. (320,000) 320,000 0.30
Canceled............................ 120,000 (120,000) 0.30
--------- --------- -------------
Balances, December 31, 1993........... 376,000 200,000 0.30
Additional shares reserved.......... 460,000 -- --
Granted............................. (936,000) 936,000 0.30
Canceled............................ 209,000 (209,000) 0.30
--------- --------- -------------
Balances, December 31, 1994........... 109,000 927,000 0.30
Additional shares reserved.......... 1,300,000 -- --
Granted............................. (405,000) 405,000 0.30 - 44.50
Exercised........................... -- (174,000) 0.30
Canceled............................ 74,000 (74,000) 0.30 - 33.50
--------- --------- -------------
Balances, December 31, 1995........... 1,078,000 1,084,000 $0.30 - 44.50
========= =========
Exercisable as of December 31, 1995... 755,000
=========
</TABLE>

The Company has recorded for financial statement purposes a deferred charge
of $650,000, representing the difference between the exercise price and the
deemed fair value of the Company's common stock for 355,000 shares subject to
common stock options granted in the fourth quarter of 1994 and the first
quarter of 1995. The deferred stock compensation will be amortized to
compensation expense over the period during which the options become
exercisable, generally four years.

F-13
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

ISS Option Plans

In connection with the ISS merger discussed in Note 2, various ISS option
plans were assumed by the Company, thereby allowing participants to purchase
Avant! stock in amounts and at prices adjusted to reflect the exchange ratio
of the merger. The following is a summary of activity in those plans.

<TABLE>
<CAPTION>
OPTIONS NUMBER EXERCISE
AVAILABLE OF PRICE PER
FOR GRANT OPTIONS SHARE
---------- --------- ------------
<S> <C> <C> <C>
Balances as of December 31, 1992........ 158,000 154,000 $ 0.01-2.50
Granted............................... (143,000) 143,000 0.2-2.53
Exercised............................. -- (20,000) 1.00-1.47
Canceled.............................. 14,000 (14,000) 0.83-2.53
---------- --------- ------------
Balances as of December 31, 1993........ 29,000 263,000 0.01-2.53
Additional shares reserved............ 1,500,000 -- --
Granted............................... (1,036,000) 1,036,000 9.33-19.00
Exercised............................. -- (134,000) 0.01-2.50
---------- --------- ------------
Balances as of December 31, 1994........ 493,000 1,165,000 0.24-19.00
Additional shares reserved............ 1,500,000 -- --
Granted............................... (780,000) 780,000 16.67-28.17
Exercised............................. -- (370,000) 0.24-17.67
Canceled.............................. 124,000 (124,000) 1.47-28.17
Eliminated in merger.................. (1,337,000) -- --
---------- --------- ------------
Balances as of December 31, 1995........ -- 1,451,000 $0.24-26.50
========== =========
Exercisable as of December 31, 1995..... 103,000
=========
</TABLE>

As of December 31, 1995, there were 1,450,595 shares reserved for the future
exercise of ISS stock options. No additional options will be granted under the
ISS option plans.

The Company incurred compensation expense relating to nonqualified stock
options of $151,000 during 1993 and $20,000 during 1994.

F-14
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

Anagram Option Plans

In connection with the Anagram merger discussed in Note 2, various Anagram
option plans were assumed by the Company, thereby allowing participants to
purchase Avant! stock in amounts and at prices adjusted to reflect a two for
one stock split effective June 1996 and the exchange ratio of the merger. The
following is a summary of activity under the plans:

<TABLE>
<CAPTION>
OPTIONS EXERCISE
AVAILABLE NUMBER PRICE PER
FOR GRANT OF OPTIONS SHARE
--------- ---------- ----------
<S> <C> <C> <C>
Balances as of December 31, 1992 -- -- $ --
Shares reserved......................... 76,000 -- --
Granted................................. (52,000) 52,000 0.05
-------- ------- ----------
Balances as of December 31, 1993 and
1994..................................... 24,000 52,000 0.05
Additional shares reserved.............. 358,000 -- --
Granted................................. (358,000) 358,000 0.05-0.93
Exercised............................... -- (54,000) 0.05-0.93
-------- ------- ----------
Balances as of December 31, 1995.......... 24,000 356,000 0.05-0.93
======== =======
</TABLE>

As of December 31, 1995, 111,000 Anagram stock options were exercisable.

As of December 31, 1995, there were 404,000 shares reserved for the future
exercise of Anagram stock options.

As of December 31, 1995, there were approximately 698,000 shares of Anagram
restricted common stock outstanding which were subject to repurchase by the
Company.

F-15
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

(5) LEASES

Capital Leases

Future minimum lease payments under these capital lease arrangements as of
December 31, 1995, are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1996............................................................... $145
1997............................................................... 53
----
198
Less amount representing interest.................................. 13
----
185
Less current portion............................................... 145
----
Capital lease obligations, less current portion.................... $ 40
====
</TABLE>

Operating Leases

The Company leases its Sunnyvale, California, and Research Triangle Park,
North Carolina, facilities under operating lease agreements which expire over
the next 10 years. Portions of the Company's headquarters were subleased to an
unrelated third party under a lease that expired in June 1995. Rental expense
incurred by the Company under operating lease agreements totaled $395,000,
$522,000, and $702,000, for the years 1993, 1994, and 1995, respectively.

Future annual minimum lease payments under operating leases as of December
31, 1995, are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1996............................................................. $1,102
1997............................................................. 1,250
1998............................................................. 839
1999............................................................. 784
2000............................................................. 713
Thereafter....................................................... 4,000
------
$8,688
======
</TABLE>

F-16
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

(6) INCOME TAXES

The component of income tax expense (benefit), as presented in the
accompanying supplemental consolidated statements of income, comprise federal
taxes, state taxes, and certain foreign taxes. The components of income taxes
as of December 31, 1993, 1994, and 1995, are as follows (in thousands):

<TABLE>
<CAPTION>
1993 1994 1995
------- ------ ------
<S> <C> <C> <C>
Current:
Federal.......................................... $ 586 $ 289 $1,212
Foreign.......................................... 10 38 1,160
State............................................ 207 28 477
------- ------ ------
Total.......................................... 803 355 2,849
------- ------ ------
Deferred:
Federal.......................................... (2,285) 100 982
Foreign.......................................... -- -- --
State............................................ (114) 114 (93)
------- ------ ------
Total.......................................... (2,399) 214 889
------- ------ ------
Charge in lieu of taxes attributable to employee
stock plans....................................... -- 647 1,302
------- ------ ------
Total provision for income taxes (benefit)..... $(1,596) $1,216 $5,040
======= ====== ======
</TABLE>

The Company's effective tax rate differs from the statutory rate as of
December 31, 1993, 1994, and 1995 as follows (in thousands):

<TABLE>
<CAPTION>
1993 1994 1995
------- ------ ------
<S> <C> <C> <C>
Income tax expense at statutory rate................ $ (94) $1,188 $3,833
State tax expense................................... 93 152 685
Nondeductible merger costs.......................... -- -- 938
Change in valuation allowance....................... (1,568) 89 (89)
Tax exempt income................................... -- (140) (306)
Tax credits......................................... (60) (78) (148)
Foreign sales corporation........................... -- -- (96)
S election benefit.................................. -- (51) --
Other............................................... 33 56 223
------- ------ ------
Actual income tax expense (benefit)............... $(1,596) $1,216 $5,040
======= ====== ======
</TABLE>

F-17
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

The tax effects of the temporary differences that give rise to significant
portions of the deferred tax assets and liabilities as of December 31, 1994
and 1995, are as follows (in thousands):

<TABLE>
<CAPTION>
1994 1995
------ ------
<S> <C> <C>
Deferred tax assets:
Accrued liabilities......................................... $ 123 $ 334
Allowance for doubtful accounts............................. 37 155
Tax credit carryforwards.................................... 494 361
Unrealized loss on short-term investments................... 89 --
Net operating losses........................................ 2,153 --
Deferred revenue............................................ -- 796
Other....................................................... 28 --
------ ------
Total gross deferred tax assets........................... 2,924 1,646
Less valuation allowance...................................... 89 --
------ ------
Deferred tax assets, net of valuation allowance............. 2,835 1,646
------ ------
Deferred tax liabilities:
Accrual to cash conversion.................................. 412 321
Depreciation and amortization............................... 269 60
------ ------
Total gross deferred tax liabilities...................... 681 381
------ ------
Net deferred tax asset.................................... $2,154 $1,265
====== ======
</TABLE>

As of December 31, 1995, the Company had $361,000 of foreign tax credits,
expiring in the year 2000, available to offset future federal income taxes.

(7) EMPLOYEE BENEFIT PLANS

401(k) Plan

The Company and ISS each had 401(k) retirement savings plans covering
substantially all employees. Contributions in the ISS plan were matched at the
discretion of the Company's Board of Directors. The matching contributions
amounted to $37,000, $77,000, and $115,000 for 1993, 1994, and 1995,
respectively. The Company intends to merge its plans in 1996.

Employee Stock Purchase Plan

The Company has a qualified Employee Stock Purchase Plan, which permits
eligible employees to purchase newly issued common stock of the Company up to
an aggregate of 500,000 shares. Under this plan, employees may purchase from
the Company a designated number of shares through payroll deductions at a
price per share equal to 85% of the lesser of the fair market value of the
Company's common stock as of the date of the grant or the date the right to
purchase is exercised.

(8) CONCENTRATIONS OF CREDIT RISK

The Company maintains excess cash balances in a variety of financial
instruments such as overnight Eurodollar deposits, securities backed by the
U.S. government, municipal/corporate auction preferred stock,

F-18
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

municipal bonds, short-term debt securities, and demand deposit investments in
limited-maturity fixed-income mutual funds. The Company has not experienced
any material losses in any of the instruments it has used for excess cash
balances.

To reduce credit risk, the Company performs ongoing credit evaluations of
its customers' financial condition. The Company maintains reserves for
potential credit losses, but historically has not experienced any significant
losses related to individual customers or groups of customers in any
geographic area. The Company's allowance for doubtful accounts was $125,000
and $309,000 as of December 31, 1994 and 1995, respectively.

(9) BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates primarily in one business segment, comprising the
electronic design automation industry.

The Company's export revenues are all denominated in U.S. dollars and are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
1993 1994 1995
---- ------ -------
<S> <C> <C> <C>
Western Europe........................................... $-- $ 890 $ 1,315
Japan.................................................... 676 2,473 5,870
Taiwan................................................... 183 799 1,904
Korea.................................................... -- 1,049 2,813
---- ------ -------
$859 $5,211 $11,902
==== ====== =======
</TABLE>

In 1995, one key customer accounted for 11% of the Company's revenue.
Another key customer accounted for 13% of the Company's revenue in 1994 and
12% of the Company's revenue in 1993. A third key customer accounted for 29%
of the Company's revenue in 1993.

(10) COMMITMENTS AND CONTINGENCIES

On December 6, 1995, Cadence Design Systems, Inc. (Cadence) filed an action
against the Company and certain of its officers in the Northern California
United States District Court alleging copyright infringement, unfair
competition, misappropriation of trade secrets, conspiracy, breach of
contract, inducing breach of contract, and false advertising. The essence of
the complaint is that the Company misappropriated and improperly copied source
code from Cadence, and that the Company has competed unfairly by making false
statements concerning Cadence and its products. The action also alleges that
the Company induced certain individual defendants to breach their agreements
of employment and confidentiality with Cadence. In addition to actual and
punitive damages, Cadence seeks to enjoin the sale of certain place and route
products and has filed a motion to obtain a preliminary injunction pending
trial of the action. Avant! filed its opposition to Cadence's motion on
June 28, 1996. Cadence filed a reply to Avant!'s opposition on August 27,
1996. The preliminary injunction hearing took place on September 10, 1996. No
ruling on the preliminary injunction motion has been issued as of the date
hereof.

On January 16, 1996, Avant! filed a counterclaim alleging antitrust
violations, racketeering, false advertising, defamation, trade libel, unfair
competition, unfair trade practices, negligent and intentional interference
with prospective economic advantage, and intentional interference with
contractual relations.

F-19
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1993, 1994, AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)

The Santa Clara County District Attorney's office is investigating the
allegations of misappropriation of trade secrets set forth in Cadence's
lawsuit, described above. On December 5, 1995, a search warrant was executed
at Avant!'s Sunnyvale, California, facility to determine whether there was
evidence of criminal conduct. No criminal charges have been filed against
Avant!, but no assurance can be given that such charges will not be filed in
the future. A criminal complaint, if filed, could result in a loss of
personnel and could have other material adverse effects. On each of December
15 and 19, 1995, class action filings were made against Avant! alleging
certain securities law violations, including omission and/or misrepresentation
of material facts. The alleged omissions and/or misrepresentations are largely
consistent with those outlined in the Cadence claim.

It is the Company's position that the plaintiffs' claims are without merit.
The Company believes it has sufficient defenses to all the plaintiffs' claims
and intends to defend itself vigorously. In the opinion of management, based
on information it presently possesses, the conclusion of these claims will not
have a material adverse effect on the Company's supplemental consolidated
financial position.

The Company is subject to other claims which have arisen in the ordinary
course of business. In the opinion of management, all such matters are without
merit or involve amounts which would not have a material adverse effect on the
Company's supplemental consolidated financial position if unfavorably
resolved.

F-20
<PAGE>

AVANT! CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS--
ALLOWANCE FOR DOUBTFUL ACCOUNTS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE ADDITIONS BALANCE
AT BEGINNING CHARGED AT END
OF PERIOD TO EXPENSE DEDUCTIONS OF PERIOD
------------ ---------- ---------- ---------
<S> <C> <C> <C> <C>
Year ended December 31, 1993...... $ 4 $101 $ 0 $105
Year ended December 31, 1994...... 105 67 47 125
Year ended December 31, 1995...... 125 285 101 309
</TABLE>

F-21
<PAGE>

ANAGRAM, INCORPORATED

FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT

DECEMBER 31, 1994 (UNAUDITED) AND 1995

CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report............................................... F-23
Financial Statements:
Balance Sheets........................................................... F-24
Statements of Earnings................................................... F-25
Statements of Stockholders' Equity....................................... F-26
Statements of Cash Flows................................................. F-27
Notes to Financial Statements............................................ F-28
</TABLE>

F-22
<PAGE>

To the Board of Directors and Stockholders
Anagram, Incorporated
Sunnyvale, California

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Anagram, Incorporated, a
California corporation, as of December 31, 1994 and 1995 and the related
statements of earnings, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Anagram, Incorporated as
of December 31, 1994 and 1995 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

INDEPENDENT ACCOUNTANTS' REPORT

We have reviewed the accompanying balance sheet of Anagram, Incorporated, a
California corporation, as of June 30, 1996 and the related statements of
earnings, retained earnings, and cash flows for the six months ended June 30,
1995 and 1996. These financial statements are the responsibility of Anagram,
Incorporated management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.

ROBERTS ACCOUNTANCY CORPORATION

Audits: Review:
San Jose, California San Jose, California
March 14, 1996 and September 18, 1996 September 20, 1996
for the year ended December 1994

F-23
<PAGE>

ANAGRAM, INCORPORATED

BALANCE SHEET
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
JUNE 30,
1994 1995 1996
-------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash -- Note B.......................... $ 17,923 $1,057,972 $2,333,275
Accounts receivable -- Note A-4......... 223,093 1,355,677 1,875,979
Prepaid expenses........................ 5,215 4,803 21,461
Refundable taxes........................ 1,541 -- --
Deferred taxes -- Notes A-8 and C....... -- 8,275 8,275
-------- ---------- ----------
Total current assets.................. 247,772 2,426,727 4,238,990
Equipment, at Cost:
Computer equipment and software......... 32,009 81,497 161,205
License management software............. 14,000 22,000 24,000
Furniture and equipment................. 8,094 47,381 88,729
-------- ---------- ----------
54,103 150,878 273,934
Less accumulated depreciation -- Note A-
6...................................... 8,705 25,028 46,702
-------- ---------- ----------
45,398 125,850 227,232
-------- ---------- ----------
Other Assets, at Cost:
Deposits................................ 1,649 5,491 14,788
Organization costs, net of amortization
of $1,993, $3,080,
and $3,623,respectively--Note A-7...... 3,442 2,355 1,812
-------- ---------- ----------
5,091 7,846 16,600
-------- ---------- ----------
$298,261 $2,560,423 $4,482,822
======== ========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................ $ 44,060 $ 30,721 $ 43,848
Accrued liabilities..................... 59,619 311,356 415,527
Deferred revenue........................ 28,195 516,473 619,194
Income taxes payable -- Note C.......... -- 190,500 244,539
-------- ---------- ----------
Total current liabilities............. 131,874 1,049,050 1,323,108
Deferred income taxes -- Notes A-7 and C.. -- 16,177 16,177
Convertible notes payable................. 100,000 -- --
Lease commitments -- Note D............... -- -- --
Stockholders' Equity:
Preferred stock, 10,000,000 shares
authorized; none, 460,000 and 460,000
shares issued and outstanding,
respectively--Note E................... -- 230,000 230,000
Common stock, 20,000,000 shares
authorized; issued and outstanding
2,040,000, 3,200,000 and 3,815,000
shares, respectively................... 70,000 99,000 114,375
Retained earnings (deficit)............. (3,613) 1,166,196 2,799,162
-------- ---------- ----------
66,387 1,495,196 3,143,537
-------- ---------- ----------
$298,261 $2,560,423 $4,482,822
======== ========== ==========
</TABLE>

The accompanying notes are an integral part of this statement.

F-24
<PAGE>

ANAGRAM, INCORPORATED

STATEMENT OF EARNINGS

YEARS ENDED DECEMBER 31, 1994 AND 1995 AND SIX MONTHS ENDED JUNE 30, 1995 AND
1996

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
-------------------- -------------------
1994 1995 1995 1996
-------- ---------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
Software...................... $229,625 $3,346,580 $714,972 $4,040,021
Maintenance contracts and
other........................ 11,925 160,594 31,005 335,084
-------- ---------- -------- ----------
Total revenue............... 241,550 3,507,174 745,977 4,375,105
-------- ---------- -------- ----------
Costs and expenses:
Engineering and support....... 127,019 565,556 76,291 307,785
Selling....................... 39,822 776,568 147,924 1,078,445
General and administrative.... 53,495 209,448 69,230 328,500
-------- ---------- -------- ----------
Total costs and expenses.... 220,336 1,551,572 293,445 1,714,730
-------- ---------- -------- ----------
Operating income............ 21,214 1,955,602 452,532 2,660,375
-------- ---------- -------- ----------
Other income and (expenses):
Interest income............... -- 19,231 2,426 33,550
Other income.................. -- 116 -- 155
Loss on disposition of fixed
assets....................... -- (4,754) -- --
Interest expense.............. (2,249) (1,184) -- --
-------- ---------- -------- ----------
(2,249) 13,409 2,426 33,705
-------- ---------- -------- ----------
Income before taxes......... 18,965 1,969,011 454,958 2,694,080
Provision for income taxes--
Notes A-8 and C................ -- 799,202 183,144 1,061,114
-------- ---------- -------- ----------
Net earnings................ $ 18,965 $1,169,809 $271,814 $1,632,966
======== ========== ======== ==========
</TABLE>

The accompanying notes are an integral part of this statement.

F-25
<PAGE>

ANAGRAM, INCORPORATED

STATEMENT OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1994 AND 1995 AND SIX MONTHS ENDED JUNE 30, 1996

PREFERRED STOCK COMMON STOCK RETAINED
---------------- ------------------ EARNINGS
SHARES AMOUNT SHARES AMOUNT (DEFICIT) TOTAL
------- -------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1993 (unaudited)....... -- $ -- 2,000,000 $ 50,000 (22,578) 27,422
Exercise of common stock
options (unaudited).... -- -- 40,000 20,000 -- 20,000
Net earnings for the
year ended
December 31, 1994...... -- -- -- -- 18,965 18,965
------- -------- --------- -------- --------- ---------
Balances at December 31,
1994 -- Note A-5....... -- -- 2,040,000 70,000 (3,613) 66,387
Conversion of long-term
debt................... 200,000 100,000 -- -- -- 100,000
Exercise of preferred
stock options.......... 260,000 130,000 -- -- -- 130,000
Exercise of common stock
options ............... -- -- 1,160,000 29,000 -- 29,000
Net earnings for the
year ended
December 31, 1995...... -- -- -- -- 1,169,809 1,169,809
------- -------- --------- -------- --------- ---------
Balances at December 31,
1995................... 460,000 230,000 3,200,000 99,000 1,166,196 1,495,196
Exercise of common stock
options (unaudited).... -- -- 615,000 15,375 -- 15,375
Net earnings for the six
months ended June 30,
1996 (unaudited)....... -- -- -- -- 1,632,966 1,632,966
------- -------- --------- -------- --------- ---------
Balances at June 30,
1996................... 460,000 $230,000 3,815,000 $114,375 2,799,162 3,143,537
======= ======== ========= ======== ========= =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-26
<PAGE>

ANAGRAM, INCORPORATED

STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1994 AND 1995 AND SIX MONTHS ENDED JUNE 30, 1995 AND
1996

INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
--------------------- -------------------
1994 1995 1995 1996
-------- ----------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash Flows From Operating
Activities:
Net earnings....................... $ 18,965 1,169,809 271,814 1,632,966
-------- ----------- -------- ---------
Adjustments to reconcile net
earnings to net cash provided by
operating activities:
Depreciation and amortization.. 7,455 18,983 -- 22,217
Loss on disposition of
equipment..................... -- 4,754 -- --
(Increase) decrease in assets:
Accounts receivable.......... (223,093) (1,132,584) (218,306) (520,302)
Refund of employment taxes... (1,541) 1,541 -- --
Prepaid expenses............. (5,215) 412 6,131 (16,658)
Deferred tax asset........... -- (8,275) -- --
Increase (decrease) in
liabilities:
Accounts payable............. 34,024 (13,339) (6,998) 13,127
Accrued liabilities.......... 59,619 251,737 6,258 104,171
Deferred revenue............. 28,195 488,278 207,100 102,721
Income taxes................. -- 190,500 58,145 54,039
Deferred tax liability....... -- 16,177 -- --
-------- ----------- -------- ---------
Total Adjustments.......... (100,556) (181,816) 52,330 (240,685)
-------- ----------- -------- ---------
Net Cash (Used) Provided by
Operating Activities...... (81,591) 987,993 324,144 1,392,281
-------- ----------- -------- ---------
Cash Flows From Investing
Activities:
Decrease in shareholder loan..... 6,000 -- -- --
Acquisition of equipment......... (35,197) (103,102) (25,356) (123,056)
Additional deposits.............. (1,649) (3,842) (2,752) (9,297)
-------- ----------- -------- ---------
Net Cash Used by Investing
Activities................ (30,846) (106,944) (28,108) (132,353)
-------- ----------- -------- ---------
Cash Flows From Financing Activi-
ties:
Proceeds from issuance of
convertible note................ 100,000 -- -- --
Proceeds from sales of preferred
stock........................... -- 130,000 125,000 --
Proceeds from sales of common
stock........................... 20,000 29,000 29,000 15,375
-------- ----------- -------- ---------
Net Cash Provided by
Financing Activities...... 120,000 159,000 154,000 15,375
-------- ----------- -------- ---------
Increase in Cash................... 7,563 1,040,049 450,036 1,275,303
Cash at beginning of period........ 10,360 17,923 17,923 1,057,972
-------- ----------- -------- ---------
Cash at end of period.............. $ 17,923 1,057,972 467,959 2,333,275
======== =========== ======== =========
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest....................... -- $ 3,433 3,433 --
Income taxes................... -- $ 600,000 -- 1,007,075
Non-cash Financing Activity:
Conversion of long-term debt
(note payable) to Class A
preferred stock............... -- $ 100,000 $100,000 --
</TABLE>

The accompanying notes are an integral part of this statement.

F-27
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS

NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed by the Company are described as
follows:

1. ORGANIZATION AND NATURE OF OPERATIONS

Anagram, Incorporated is a privately funded California corporation
headquartered in Sunnyvale, California. The company was incorporated as an S-
Corporation on February 23, 1993 under the laws of the State of Washington.
The company decided to move to California and dissolved the Washington S-
Corporation. The new corporation was incorporated on November 14, 1994 as ADS
Software, Incorporated and on August 23, 1995 amended the corporation's name
to its original name, Anagram, Incorporated. The Company's primary business
activity is the design, development, and the sale of advanced software
products, and providing software management services for commercial
applications. The Company's main markets include North America and the Far
East.

2. USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. BASIS OF ACCOUNTING

The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.

4. BAD DEBTS

Bad debts are accounted for by the allowance method. There were no bad debts
for the year ended December 31, 1994 or 1995 and no allowance is
necessary.

5. STOCK CONVERSION AND SPLIT

These financial statements and notes thereto reflect retroactively (i) the
increase in the authorized number of shares of common and preferred stock to
20,000,000 and 10,000,000, respectively, and (ii) the conversion of each share
of common stock and preferred stock into 2 shares of stock. Such transactions
were effected on May 31, 1996.

F-28
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. DEPRECIATION

Depreciation is provided for in amounts sufficient to relate the cost of
equipment to operations over their estimated useful life using the straight-
line method.

<TABLE>
<CAPTION>
1994 1995
ACCUMULATED ACCUMULATED
CLASS LIFE DEPRECIATION DEPRECIATION
----- --------- ------------ ------------
<S> <C> <C> <C>
Furniture & equipment................ 5-7 years $1,598 $ 1,933
Computer equipment & software........ 3-5 years 6,329 15,927
License management software.......... 3 years 778 7,168
------ -------
$8,705 $25,028
====== =======
</TABLE>

Depreciation expense for the years were $6,663 and $17,896, respectively.

7. AMORTIZATION OF ORGANIZATION COSTS

Organization costs are being amortized five years (60 months) using the
straight-line method. Amortization of organization costs were $1,087 for both
1994 and 1995.

8. INCOME TAXES

Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax
assets and liabilities.

NOTE B: CASH AND CASH EQUIVALENTS

The Company at times has cash in excess of $100,000 on deposit in individual
banks. The Federal Deposit Insurance Corporation (FDIC) insures only the first
$100,000 of funds at member banks. The Company has the following insured and
uninsured funds as of December 31, 1995:

<TABLE>
<CAPTION>
BANK BALANCE INSURED UNINSURED
------------ ------- ---------
<S> <C> <C> <C>
Bank of America............................... $776,104 100,000 676,104
</TABLE>

The Company also has funds deposited in a Charles Schwab-Schwab One Account.
The amount is included as a cash equivalent. These Funds are insured by the
Securities Investor Protection Corporation (SIPC) up to $500,000 in accounts
held in a separate capacity and an additional $40.5 million for any securities
held. The balance at Schwab on December 31, 1995 was $403,108.

F-29
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE C: INCOME TAXES

The types of temporary differences that give rise to deferred taxes are
unallowed vacation pay accruals and depreciation.

Income tax for the year ended December 31, 1995:

<TABLE>
<S> <C>
Current..................................................... $791,300
Deferred.................................................... 7,902
--------
$799,202
========
The company's total deferred tax assets, valuation allowance,
and deferred tax liabilities as of December 31, 1995 are as
follows:
Total deferred tax assets................................... $ 8,275
Less valuation allowance.................................... --
--------
8,275
Total deferred tax liabilities.............................. (16,177)
--------
Net deferred tax liability................................ $ (7,902)
========
Those amounts have been presented in the Company's financial
statements as follows:
Deferred income tax asset--current.......................... $ 8,275
Deferred income tax liability--noncurrent................... (16,177)
--------
Net deferred tax liability................................ $ (7,902)
========
</TABLE>

NOTE D: LEASE COMMITMENT

1. The Company leases office facilities in Sunnyvale, California under the
terms of an operating lease. The original lease was to expire April 14, 1996,
but was extended to July 15, 1996. Future minimum lease payments are $10,719.
The company is in the process of searching for a new location before the lease
expires.

2. The Company also leases office space in Newport Beach, California under
the terms of an operating lease. The lease expires November 8, 1996. Future
minimum lease payments are $13,200.

F-30
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE E: SERIES A PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock, of
which 1,200,000 shares are designated Series A. These shares are entitled
certain rights, preferences, privileges and restrictions which are fully
described in the articles of incorporation as amended on December 30, 1994.

1. DIVIDEND PROVISIONS

Preferred stock holders are entitled to receive a dividend of $.03 per share
per annum prior to any dividends paid to common stockholders. If greater than
$.03 per share (determined on an as-converted basis for the preferred shares)
the dividend will be an amount equal to that paid on the common shares. The
dividends are not cumulative.

2. LIQUIDATION PREFERENCE

In the event of any liquidation, dissolution or winding up of the Company,
the preferred stockholders are entitled to be paid out before common
stockholders as follows. A payment is to be made to preferred stockholders of
$.50 per share (or on a prorata basis if insufficient assets are available).
Next a payment of up to $0.005 per share is to be made to the common
stockholders. Finally, any remaining assets are to be distributed to all
holders of preferred and common stock in proportion to the number of shares of
common stock that would be outstanding if all of the preferred stock were
converted to common stock at the then effective conversion price.

3. CONVERSION

Preferred stock shall be convertible at the option of the holder, at any
time after its issuance. The number of shares of common stock into which each
share of preferred stock may be converted is to be $.50 divided by the
conversion price. The conversion price has been set at $.50, but may be
adjusted (up or down) for stock splits or other subdivisions, distributions to
common stockholders of securities other than common stock, or a corporate
reorganization or reclassification.

4. VOTING RIGHTS

The holder of each share of preferred stock shall have the right to one vote
for each share of common stock into which each share of preferred stock could
then be converted. Preferred stockholders shall have the same rights and
powers as the holders of common stock.

F-31
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
NOTE F: STOCK OPTIONS AND RESTRICTED STOCK

1. The Company has the following outstanding stock options:

<TABLE>
<CAPTION>
1995
1994 STOCK UNRESTRICTED
OPTION STOCK
1993 PLAN AGREEMENT OPTIONS
--------- ---------- ------------
<S> <C> <C> <C>
Total shares in plan....................... 140,000 120,000 60,000
Granted.................................... 96,000 120,000 60,000
Exercised.................................. -- 40,000 --
Exercise price............................. $ 0.025 $ .50 $ 0.025
Effective/grant date....................... 07/08/93 01/10/94 7/8/95
Termination date........................... 07/08/03 01/10/99 05/01/96
Vested at (cumulative):
December 31, 1994........................ 22,000 120,000 --
December 31, 1995........................ 44,000 -- 60,000
December 31, 1996........................ 66,000 -- --
December 31, 1997........................ 81,000 -- --
December 31 1998......................... 96,000 -- --
</TABLE>

2. The Company has the following outstanding restricted stock included in
common stock:

<TABLE>
<CAPTION>
ISSUED IN ISSUED IN
WASHINGTON CALIFORNIA TOTAL
CORPORATION CORPORATION ISSUED
----------- ----------- ---------
<S> <C> <C> <C>
Total shares............................... 600,000 1,160,000 1,760,000
Exercise price............................. $0.025 $0.025
Date issued................................ 08/26/93 04/05/95
Vested/Unrestricted at (cumulative):
December 31, 1995........................ 120,000 348,334 468,334
December 31, 1996........................ 240,000 568,334 808,334
December 31, 1997........................ 360,000 788,334 1,148,334
December 31, 1998........................ 480,000 1,008,334 1,488,334
December 31, 1999........................ 600,000 1,160,000 1,760,000
</TABLE>

The Company has the right to repurchase, at $0.025 per share, all unvested
shares of any employee at such time as the employment relationship
terminates.

F-32
<PAGE>

ANAGRAM, INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. The company has the following outstanding restricted stock options granted
to certain employees or consultants in 1995 with vesting commencement on their
hire date:

<TABLE>
<CAPTION>
4 YEAR 3 YEAR
VESTING VESTING TOTAL
-------- -------- -------
<S> <C> <C> <C>
Granted............................................... 243,000 240,000 483,000
Exercise price........................................ $ 0.025 $ 0.025
Termination date...................................... 05/01/96 05/01/96
Vested/Unrestricted at (cumulative):
December 31, 1995................................... -- -- --
December 31, 1996................................... 81,500 113,308 194,808
December 31, 1997................................... 142,308 193,324 335,632
December 31, 1998................................... 203,116 240,000 443,116
December 31, 1999................................... 243,000 240,000 483,000
</TABLE>

The Company has the right to repurchase, at $.03 per share, all unvested
shares of any employee at such time as the employment relationship terminates.

F-33
<PAGE>

META-SOFTWARE, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report............................................ F-35
Balance Sheets.......................................................... F-36
Statements of Income.................................................... F-37
Statements of Shareholders' Equity ..................................... F-38
Statements of Cash Flows................................................ F-39
Notes to Financial Statements........................................... F-40
</TABLE>

F-34
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Meta-Software, Inc.

We have audited the accompanying balance sheets of Meta-Software, Inc. (the
Company) as of December 31, 1994 and 1995, and the related statements of
income, shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Meta-Software, Inc. as of
December 31, 1994 and 1995, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1995
in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

San Jose, California
January 26, 1996

F-35
<PAGE>

META-SOFTWARE, INC.

BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
--------------- -----------
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 3,811 $25,720 $ 3,891
Short-term investments........................... -- -- 20,497
Accounts receivable, net......................... 5,067 4,981 5,590
Deferred income taxes............................ -- 1,103 1,103
Prepaid income taxes............................. -- -- 2,934
Prepaid expenses and other assets................ 283 328 554
------- ------- -------
Total current assets........................... 9,161 32,132 34,569
Property and equipment, net...................... 1,573 1,679 2,351
Deferred income taxes............................ -- 1,200 1,200
Other assets..................................... 42 84 193
------- ------- -------
$10,776 $35,095 $38,313
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................. $ 171 $ 152 $ 258
Accrued liabilities.............................. 1,967 3,764 2,648
Current portion technology acquisition payable... -- 876 586
Deferred revenue................................. 3,168 3,598 4,110
Shareholder distributions payable................ 1 1,800 --
------- ------- -------
Total current liabilities...................... 5,307 10,190 7,602
Other non-current liabilities...................... 152 156 191
Long-term portion technology acquisition payable... -- 1,424 903
Commitments and contingencies
Shareholders' equity:
Common stock, no par value; 50,000 shares
authorized;
7,500, 9,800 and 10,164 shares issued and
outstanding, respectively....................... 10 22,200 25,832
Unrealized gain (loss) on investments............ -- -- (22)
Retained earnings................................ 5,307 1,125 3,807
------- ------- -------
5,317 23,325 29,617
------- ------- -------
$10,776 $35,095 $38,313
======= ======= =======
</TABLE>

See accompanying notes to financial statements.

F-36
<PAGE>

META-SOFTWARE, INC.

STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
-------------------------- --------------
1993 1994 1995 1995 1996
-------- -------- -------- ------ -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenue:
Product license................... $ 10,523 $ 13,818 $ 17,456 $7,413 $ 9,970
Maintenance and service........... 3,254 5,834 7,825 3,448 4,919
-------- -------- -------- ------ -------
Net revenue..................... 13,777 19,652 25,281 10,861 14,889
Cost of revenue:
Product license................... 1,125 683 875 434 590
Maintenance and service........... 1,290 1,588 1,857 906 1,113
-------- -------- -------- ------ -------
Total cost of revenue........... 2,415 2,271 2,732 1,340 1,703
-------- -------- -------- ------ -------
Gross margin.................... 11,362 17,381 22,549 9,521 13,186
Operating expenses:
Research and development.......... 3,179 4,044 5,940 2,798 2,887
Sales and marketing............... 4,661 6,560 8,184 3,708 5,110
General and administrative........ 1,357 1,946 2,686 1,041 1,395
Acquisition of technology......... -- 1,600 2,693 -- --
-------- -------- -------- ------ -------
Total operating expenses........ 9,197 14,150 19,503 7,547 9,392
Income from operations.............. 2,165 3,231 3,046 1,974 3,794
Other income, net................... 44 104 355 109 366
-------- -------- -------- ------ -------
Income before income taxes.......... 2,209 3,335 3,401 2,083 4,160
Income tax expense (benefit)........ 147 575 (950) 186 1,478
-------- -------- -------- ------ -------
Net income.......................... $ 2,062 $ 2,760 $ 4,351 $1,897 $ 2,682
======== ======== ======== ====== =======
Net income per share................ $ 0.25
=======
Shares used in computation of
net income per share........... 10,622
=======
Pro forma net income and per share
data (unaudited):
Income before taxes, as reported.. $ 2,209 $ 3,335 $ 3,401 $2,083
Pro forma income taxes............ 795 1,201 1,224 750
-------- -------- -------- ------
Pro forma net income.............. $ 1,414 $ 2,134 $ 2,177 $1,333
======== ======== ======== ======
Pro forma net income per share.... $ 0.16 $ 0.22 $ 0.22 $ 0.14
======== ======== ======== ======
Shares used in computation of pro
forma net income per share....... 8,834 9,792 9,866 9,792
======== ======== ======== ======
</TABLE>

See accompanying notes to financial statements.

F-37
<PAGE>

META-SOFTWARE, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK UNREALIZED TOTAL
-------------- GAIN (LOSS) ON RETAINED SHAREHOLDERS'
SHARES AMOUNT INVESTMENTS EARNINGS EQUITY
------ ------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balances, December 31,
1992.................... 7,500 $ 10 $ -- $ 4,961 $ 4,971
Distributions to
shareholders............ -- -- -- (2,150) (2,150)
Net income............... -- -- -- 2,062 2,062
------ ------- ----- ------- --------
Balances, December 31,
1993.................... 7,500 $ 10 $ -- $ 4,873 $ 4,883
Distributions to
shareholders............ -- -- -- (2,326) (2,326)
Net income............... -- -- -- 2,760 2,760
------ ------- ----- ------- --------
Balances, December 31,
1994.................... 7,500 $ 10 $ -- $ 5,307 $ 5,317
Distributions to
shareholders............ -- (2,593) -- (8,533) (11,126)
Issuance of common stock
in public offering, net
of expenses............. 2,300 24,668 -- -- 24,668
Contributed capital
related to stock
compensation expense.... -- 112 -- -- 112
Stock options exercised.. -- 3 -- -- 3
Net income............... -- -- -- 4,351 4,351
------ ------- ----- ------- --------
Balances, December 31,
1995.................... 9,800 $22,200 $ -- $ 1,125 $ 23,325
Unrealized gain (loss) on
investments
(unaudited)............. -- -- (22) -- (22)
Contributed capital on
exercise of vested stock
appreciation rights
(unaudited)............. -- 538 -- -- 538
Income tax benefit from
exercise of
non-qualified stock
options (unaudited)..... -- 2,200 -- -- 2,200
Exercise of stock options
(unaudited)............. 364 816 -- -- 816
Accrued shareholder
distributions adjustment
(unaudited)............. -- 46 -- -- 46
Contributed capital
related to stock
compensation expense
(unaudited)............. -- 32 -- -- 32
Net income (unaudited)... -- -- -- 2,682 2,682
------ ------- ----- ------- --------
Balances, June 30, 1996
(unaudited)............. 10,164 $25,832 $ (22) $ 3,807 $ 29,617
====== ======= ===== ======= ========
</TABLE>

See accompanying notes to financial statements.

F-38
<PAGE>

META-SOFTWARE, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------- --------------------------
1993 1994 1995 1995 1996
-------- -------- -------- ------------ -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income........... $ 2,062 $ 2,760 $ 4,351 1,897 $ 2,682
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization....... 614 729 775 367 386
Stock compensation
expense............ -- -- -- -- 32
Compensation expense
(benefit)
attributable to
stock appreciation
rights............. 39 380 484 435 (43)
Loss on disposal of
property and
equipment.......... 20 16 15 -- --
Provision for
doubtful accounts.. 12 14 297 38 16
Deferred taxes...... -- -- (2,303) -- --
Deferred rent....... -- 75 38 -- 78
Changes in operating
assets and
liabilities:
Accounts
receivable........ (106) (2,170) (211) (282) (625)
Shareholder
advances.......... (300) 300 -- -- --
Prepaid expenses
and other assets.. (96) (159) (87) 81 (335)
Prepaid income tax-
es................ -- -- -- -- (734)
Accounts payable... (215) 12 (19) 44 106
Accrued
liabilities....... 340 464 1,313 30 (535)
Technology
acquisition
payable........... -- -- 2,300 -- (811)
Deferred revenue... 991 1,193 396 545 469
-------- -------- -------- ----------- -------------
Net cash provided
by operating
activities...... 3,361 3,614 7,349 3,155 686
Cash flows used in
investing activities:
Purchase of property
and equipment...... (863) (571) (896) (559) (1,058)
Purchase of short-
term investments... -- -- -- -- (35,895)
Proceeds from sale
of short-term
investments........ -- -- -- -- 15,376
-------- -------- -------- ----------- -------------
Net cash used in
investing
activities...... (863) (571) (896) (559) (21,577)
Cash flows used in
financing activities:
Distributions to
shareholders....... (1,579) (2,896) (9,327) (827) (1,754)
Issuance of common
stock.............. -- -- 24,668 -- --
Stock compensation
expense............ -- -- 112 -- --
Proceeds from stock
option exercised... -- -- 3 -- 816
-------- -------- -------- ----------- -------------
Net cash provided
by (used in)
financing
activities...... (1,579) (2,896) 15,456 (827) (938)
Net increase (decrease)
in cash and cash
equivalents........... 919 147 21,909 1,769 (21,829)
Cash and cash
equivalents at
beginning of period... 2,745 3,664 3,811 3,811 25,720
-------- -------- -------- ----------- -------------
Cash and cash
equivalents at end of
period................ $ 3,664 $ 3,811 $ 25,720 $5,580 $ 3,891
======== ======== ======== =========== =============
Supplemental
disclosures of cash
flow information:
Cash paid during the
period:
Income taxes........ $ 204 $ 525 $ 730 $ 227 $ 2,545
======== ======== ======== =========== =============
Noncash financing
activities:
Dividends declared
but not paid....... $ 571 $ 1 $ 1,800 $ -- $ --
======== ======== ======== =========== =============
Contributed capital
on exercise of
vested stock appre-
ciation rights...... $ -- $ -- $ -- $ -- $ 538
======== ======== ======== =========== =============
Income tax benefit
from exercise of non
qualified stock
options............. $ -- $ -- $ -- $ -- $ 2,200
======== ======== ======== =========== =============
</TABLE>

See accompanying notes to financial statements.

F-39
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Meta-Software, Inc. (the Company) develops, markets, and supports simulation
and library generation software products for use in integrated circuit design.

Principles of Presentation and Preparation

Cash and Cash Equivalents

Cash equivalents consist of short-term, highly liquid investments with
original maturities of 90 days or less. The carrying amount approximates fair
value due to the short-term nature of these instruments. Cash and cash
equivalents include money market funds and various deposit accounts.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is provided using the straight-line method over the
estimated useful lives of the respective assets, which are generally three to
five years. Leasehold improvements are amortized over the shorter of the
useful life of the asset or the related lease term.

Software Development Costs

Development costs incurred in the research and development of new software
products and enhancements to existing software products are expensed as
incurred until technological feasibility has been established. To date, the
Company's software development has been completed concurrent with the
establishment of technological feasibility, and accordingly, no costs have
been capitalized.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash, cash equivalents
and trade receivables. Cash equivalents consist primarily of money market
instruments carried at cost, which approximates fair market value. Management
believes the credit risk associated with such instruments is minimal. The
Company sells its products to customers who are primarily designers and
manufacturers of integrated circuits. Management believes that risk of credit
loss is significantly reduced due to the diversity of its customers and their
dispersion across many geographic areas.

Revenue Recognition

The Company recognizes revenue in accordance with the provisions of American
Institute of Certified Public Accountants Statement of Position No. 91-1,
Software Revenue Recognition.

Product license revenue is recognized when a customer's firm purchase order
has been received, the software and authorization code have been shipped, and
there are no significant remaining obligations to the customer. When the
Company receives payment prior to shipment or fulfillment of a significant
obligation to the

F-40
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)
customer, such payments are recorded as deferred revenue and recognized as
revenue upon shipment or fulfillment of such significant obligation.

Maintenance revenue consists of fees for providing software updates, user
documentation updates, and technical support for software products.
Maintenance revenue is deferred and is recognized on a straight-line basis
over the term of the agreement, generally one year. Design and test services
revenue is recognized upon delivery of the final design or completion of
testing, as applicable.

The Company maintains an allowance for potential credit losses and for any
anticipated returns on products sold to distributors and direct customers.

Pro Forma Net Income Per Share

Pro forma net income per share is computed using pro forma net income which
reflects the tax expense that would have been reported if the Company had been
a C corporation and is based on the weighted average number of shares of
common stock outstanding and common equivalent shares from stock options
outstanding (using the treasury stock method). In accordance with certain
Securities and Exchange Commission Staff Accounting Bulletins, such
computations include all common and common equivalent shares issued within 12
months of the offering date as if they were outstanding for all prior periods
presented using the treasury stock method and the anticipated initial public
offering (IPO) price. In addition, the calculation includes shares deemed to
be outstanding, which represent the number of shares sufficient to fund the
final S corporation distribution.

Income Taxes

The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of changes in tax rates is recognized in
income in the period that includes the enactment date.

The Company previously elected to be treated as an S corporation for federal
and state income tax reporting purposes. Federal and state taxes on the income
of an S corporation are generally payable by the individual shareholders
rather than the corporation. Accordingly, only the California S corporation
franchise tax and certain foreign taxes were provided through the termination
of the S corporation.

The Company's S corporation status was terminated on October 31, 1995, prior
to the completion of the IPO of its common stock. The accompanying statements
of income for the years ended December 31, 1995 and 1994 reflect provisions
for income taxes on an unaudited pro forma basis, using the asset and
liability method, as if the Company had been a C corporation, fully subject to
federal and state income taxes.

Stock-Based Compensation

The Company has various stock-based compensation plans, as discussed in Note
5. The Company has accounted for the effect of its stock-based compensation
plans under Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees. The Company will adopt Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation in 1996 and
plans to use the pro forma approach allowed under this standard.

F-41
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

Foreign Currency Translation

The functional currency of the Company's foreign operations is the U.S.
dollar. All monetary assets and liabilities are translated at the current rate
at the end of the period; nonmonetary assets and liabilities are translated at
historical rates; and expenses are translated at average exchange rates in
effect during the period. Translation and transaction gains and losses, which
are included in the statements of income, have not been material in any of the
periods presented.

Interim Financial Statements

The accompanying unaudited financial statements as of June 30, 1996 and for
the six-month periods ended June 30, 1995 and 1996 have been prepared on
substantially the same basis as the audited financial statements, and include
all adjustments, consisting only of normal recurring adjustments, which
management believes are necessary for a fair presentation of the financial
information set forth herein.

Reclassifications

Certain amounts in the 1993 and 1994 financial statements have been
reclassified to conform to the 1995 presentation.

(2) BALANCE SHEET COMPONENTS

Cash and Cash Equivalents

A summary of cash and cash equivalents follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1994 1995
------ -------
<S> <C> <C>
Cash.......................................................... $1,366 $ 3,094
Money market funds............................................ 2,445 22,626
------ -------
$3,811 $25,720
====== =======
</TABLE>

Accounts Receivable

A summary of accounts receivable follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1994 1995
------ ------
<S> <C> <C>
Trade receivables............................................. $5,374 $5,558
Less allowance for doubtful accounts.......................... 307 577
------ ------
$5,067 $4,981
====== ======
</TABLE>

Property and Equipment

A summary of property and equipment follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1994 1995
------ ------
<S> <C> <C>
Computer equipment............................................ $1,992 $2,824
Office and other equipment.................................... 586 624
Leasehold improvements........................................ 912 917
------ ------
3,490 4,365
Less accumulated depreciation and amortization................ 1,917 2,686
------ ------
$1,573 $1,679
====== ======
</TABLE>

F-42
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

Depreciation and amortization expense was approximately $614,000, $729,000,
and $775,000 for the years ended December 31, 1993, 1994 and 1995,
respectively.

Accrued Liabilities

A summary of accrued liabilities follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1994 1995
------ ------
<S> <C> <C>
Accrued employee compensation................................. $ 542 $1,109
Accrued commissions........................................... 579 426
Accrued sales tax............................................. 160 59
Accrued income tax............................................ 89 712
Accrued stock appreciation rights............................. 419 903
Other liabilities............................................. 178 555
------ ------
$1,967 $3,764
====== ======
</TABLE>

(3) LINE OF CREDIT

The Company has a line of credit expiring in June 1996 that allows
borrowings of up to $3,500,000 of eligible accounts receivable at the 30-day
commercial paper rate plus 2.65%.

(4) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain facilities and equipment under noncancelable
operating leases. Future minimum lease commitments under noncancelable
operating leases are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1996.............................................................. $ 600
1997.............................................................. 630
1998.............................................................. 662
1999.............................................................. 459
------
Total minimum lease payments...................................... $2,351
======
</TABLE>

The Company leases its primary operating facility from a related party under
a noncancelable operating lease agreement expiring in 1999. Rent expense
incurred under this lease agreement was approximately $448,000, $622,000, and
$613,000 for the years ended December 31, 1993, 1994 and 1995, respectively.

Rent expense under other operating leases, primarily for sales offices under
month-to-month leases, was approximately $0, $30,000, and $82,000 for the
years ended December 31, 1993, 1994 and 1995, respectively.

Contingencies

The Company has been involved in various legal matters which have arisen in
the normal course of business. It is the judgment of management, after
consultation with counsel, that any liability which may result from the
disposition of such legal matters will not have a material adverse effect on
the financial condition of the Company.

F-43
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

(5) SHAREHOLDERS' EQUITY

Shareholder Distributions

As an S corporation, the Company made distributions to its shareholders to
provide them with funds to pay income taxes on corporate earnings. Prior to
the completion of the IPO and the termination of the S corporation, the
Company declared a distribution payable to existing shareholders of the
Company. This distribution represented undistributed tax basis earnings of the
Company through termination of the S corporation.

Stock Split

On September 15, 1995 the Board of Directors approved an increase in the
number of authorized shares of common stock to 50,000,000, and a three for two
stock split on outstanding shares and options. Accordingly, all share and per
share amounts have been adjusted to reflect the stock split.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of undesignated
preferred stock in one or more series and to determine dividend rights,
preferences, dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences, number of shares and
designation of any such series without any further vote or action of the
shareholders.

1992 Stock Option/Appreciation Plan

Under the Company's 1992 Stock Option/Appreciation Plan (the 1992 Plan),
1,950,000 shares of common stock were reserved for the issuance of stock
options, for grant at not less than 90% of the fair market value at the date
of grant. Fair market value, in the absence of trading on a national or
regional stock exchange, was established by the Board of Directors based on an
independent valuation of the Company. Options generally vest over a period of
1 to 4 years from the date of grant, expire 10 years from the date of grant
and terminate, to the extent not exercised, 1 month after termination of
employment.

The 1992 Plan provided for the exercise of stock appreciation rights with
respect to outstanding options in the absence of trading of the Company's
stock on a national or regional stock exchange. Upon the exercise of stock
appreciation rights, the employee surrendered the related unexercised option
and received a cash payment equal to the excess of the fair market value of
the underlying shares at the time of exercise over the aggregate exercise
price of the related option. Compensation expense was recognized for the
appreciation in value from the date of grant.

F-44
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

A summary of stock option activity under the 1992 Plan follows (in the
table, stock appreciation rights are treated as underlying options):

<TABLE>
<CAPTION>
SHARES
AVAILABLE FOR OPTIONS
FUTURE GRANT OUTSTANDING EXERCISE PRICE
------------- ----------- --------------
<S> <C> <C> <C>
Balances as of December 31, 1992...... 833,333 -- --
Granted............................. (594,458) 594,458 $1.42
Canceled............................ 94,958 (94,958) $1.42
-------- ---------
Balances as of December 31, 1993...... 333,833 499,500 $1.42
Additional shares reserved.......... 516,667 -- --
Granted............................. (691,875) 691,875 $1.54
Canceled............................ 150,000 (150,000) $1.42 - $1.54
-------- ---------
Balances as of December 31, 1994...... 308,625 1,041,375 $1.42 - $1.54
Additional shares reserved.......... 600,000 -- --
Granted............................. (787,000) 787,000 $2.33 - $10.14
Canceled............................ 325,875 (325,875) $1.42 - $6.41
Exercised........................... -- (375) $1.54
-------- ---------
Balances as of December 31, 1995...... 447,500 1,502,125 $1.42 - $10.14
======== =========
</TABLE>

As of December 31, 1995, 340,593 options were exercisable at $1.42 to $5.28.

During the months of June, July, and August 1995, the Company entered into
agreements with substantially all individual option holders under the 1992
Plan terminating the stock appreciation right feature of the individual
awards. Compensation expense, based on fair market value of the stock as
determined by the Board of Directors, was recorded based on the vested stock
appreciation rights of the individual shareholders through the date such
rights were terminated. Upon effectiveness of the IPO, all stock appreciation
rights terminated, and no further compensation expense was recorded.

1995 Equity Incentive Plan

In July 1995, the Company adopted the 1995 Equity Incentive Plan (the Equity
Incentive Plan) and reserved 900,000 shares for issuance thereunder. The
Equity Incentive Plan provides for the grant of incentive stock options to
employees of the Company and for the grant of nonstatutory stock options to
employees and consultants of the Company. The Board of Directors administers
the Equity Incentive Plan and has the discretion to grant stock options.
Exercise prices may not be less than 100% and 85% of the fair market value at
the date of grant for incentive options and nonstatutory options,
respectively. Options granted under the Equity Incentive Plan generally vest
over 4 years and expire after 10 years. The Company has granted 9,500 options
under the Equity Incentive Plan at prices ranging between $16.25 to $17.63 as
of December 31, 1995.

1995 Directors' Stock Option Plan

In July 1995, the Company adopted the 1995 Directors' Stock Option Plan (the
Directors' Plan) and reserved 90,000 shares for issuance thereunder. The
Directors' Plan provides for the automatic grant of nonstatutory stock options
to nonemployee directors of the Company at the fair market value of the common
stock on the date of grant. The term of options granted under the Directors'
Plan may not exceed 10 years or the end of the director's status as a
director. The Company has not granted any options under the Directors' Plan as
of December 31, 1995.

F-45
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)
1995 Employee Stock Purchase Plan

In July 1995, the Company adopted the 1995 Employee Stock Purchase Plan (the
Purchase Plan) and reserved 225,000 shares for issuance thereunder. The
Purchase Plan became effective upon the completion of the Company's IPO. The
Purchase Plan permits eligible employees to purchase common stock, through
payroll deductions of up to 5% of the employee's compensation, at a price
equal to 85% of the fair market value of the common stock at either the
beginning of each offering period or the end of the offering period, whichever
is lower.

(6) INCOME TAXES

The components of income tax expense (benefit), as presented in the
accompanying statements of income, comprise federal taxes, state taxes, and
certain foreign taxes. The pro forma provision for income taxes reflects the
income tax expense that would have been reported if the Company had been a C
corporation for the year ended December 31, 1994 and the entire year ended
December 31, 1995. The components of income taxes for the year ended December
31, 1995 and unaudited pro forma income taxes for the years ended December 31,
1994 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
------------
<S> <C>
Income taxes:
Current:
Federal.................................................... $ 544
State...................................................... 230
Foreign.................................................... 579
------
Total current............................................ 1,353
------
Deferred:
Federal.................................................... (1,788)
State...................................................... (515)
------
Total deferred........................................... (2,303)
------
Total income tax benefit................................. $ (950)
======
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------
1994 1995
------ ------
<S> <C> <C>
Unaudited Pro Forma Income taxes:
Current:
Federal.................................................... $ 784 $1,788
State...................................................... 304 633
Foreign.................................................... 497 579
------ ------
Total current............................................ 1,585 3,000
Deferred:
Federal.................................................... (312) (1,349)
State...................................................... (72) (427)
------ ------
Total deferred........................................... (384) (1,776)
------ ------
Total pro forma income taxes............................. $1,201 $1,224
====== ======
</TABLE>

F-46
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

The following reconciles the expected corporate federal income tax expense
(computed by multiplying the Company's income before income taxes by 34%) to
the Company's income tax expense (benefit) for the year ended December 31,
1995 and the unaudited pro forma income tax expense for the years ended
December 31, 1994 and 1995 (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
------------
<S> <C>
Expected income tax expense................................. $1,156
State income taxes, net of federal tax effect............... (188)
S-election benefit.......................................... (575)
Foreign taxes............................................... 423
Establishment of deferred assets in conjunction with the
change
from S to C status......................................... (1,725)
Other, net.................................................. (41)
------
Actual income tax benefit................................. $ (950)
======
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------
1994 1995
------ ------
<S> <C> <C>
Expected pro forma income tax expense...................... $1,134 $1,156
State income taxes, net of federal tax effect.............. 153 136
Research and development tax credits....................... (144) (105)
Other, net................................................. 58 37
------ ------
Pro forma income taxes................................... $1,201 $1,224
====== ======
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities as of December 31, 1995,
are presented below (in thousands):

<TABLE>
<S> <C>
Deferred tax assets:
Reserves not recognized for tax purposes.......................... $ 250
Accrued expenses, not currently deductible........................ 774
Deferred revenue recognized for tax purposes...................... 46
Property and equipment, principally due to differences in
depreciation..................................................... 1,200
Other deferred tax assets......................................... 33
------
Total gross deferred tax assets................................. 2,303
------
Valuation allowance................................................. --
------
Net deferred tax assets......................................... $2,303
======
</TABLE>

Management believes that it is more likely than not, based upon historical
operating results, that the Company will generate sufficient future taxable
income to realize the net deferred tax assets.

(7) MAJOR CUSTOMERS AND INTERNATIONAL SALES

One customer accounted for approximately 14%, 15%, and 14% of total revenue
for the years ended December 31, 1993, 1994 and 1995, respectively. As of
December 31, 1993, 1994 and 1995, no customer comprised in excess of 10% of
total accounts receivable.

F-47
<PAGE>

META-SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995 AND JUNE 30, 1996
(INFORMATION FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996 IS UNAUDITED)

International revenue, principally to customers in Asia, accounted for
approximately 37% 40%, and 40% of net revenue for the years ended December 31,
1993, 1994 and 1995, respectively.

(8) ACQUISITIONS OF TECHNOLOGY

In each of April 1994 and October 1995, the Company acquired rights to
certain software technology under development. As the acquired software had
not reached technological feasibility, it was expensed upon acquisition.

Under the October 1995 agreement, the Company made a cash payment of
$400,000 and will make payments of approximately $500,000, $400,000, $670,000,
$475,000, $350,000 and $200,000 in January 1996, March 1996, March 1997, March
1998, March 1999 and March 2000, respectively. The net present value of these
payments is included in technology acquisition payable in the accompanying
balance sheet.

(9) EMPLOYEE RETIREMENT PLAN

The Company maintains a 401(k) retirement plan for employees meeting certain
criteria. The plan is administered by a third party, and the Company matches
25% of employee contributions up to a maximum annual matching contribution of
$1,000 per employee. The Company may make additional contributions to the plan
at the discretion of the Board of Directors.

F-48
<PAGE>

APPENDIX A

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

AVANT! CORPORATION,

NATASHA MERGER CORPORATION

AND

META-SOFTWARE, INC.

AUGUST 22, 1996
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
ARTICLE I THE MERGER.................................................. 2
1.1 The Merger.................................................. 2
1.2 Closing, Effective Time..................................... 2
1.3 Effect of the Merger........................................ 2
1.4 Articles of Incorporation; Bylaws........................... 2
1.5 Directors and Officers...................................... 2
1.6 Effect on Capital Stock..................................... 2
1.7 Dissenters' Rights.......................................... 3
1.8 Surrender of Certificates................................... 4
1.9 No Further Ownership Rights in Meta Common Stock............ 5
1.10 Lost, Stolen or Destroyed Certificates...................... 5
1.11 Tax and Accounting Consequences............................. 5
1.12 Taking of Necessary Action; Further Action.................. 5
ARTICLE II REPRESENTATIONS AND WARRANTIES OF META...................... 5
2.1 Organization, Standing and Power............................ 6
2.2 Capital Structure........................................... 6
2.3 Authority................................................... 7
2.4 SEC Documents, Financial Statements......................... 7
2.5 Absence of Certain Changes.................................. 8
2.6 Absence of Undisclosed Liabilities.......................... 8
2.7 Permits and Licenses........................................ 9
2.8 Properties and Contracts.................................... 9
2.9 Litigation.................................................. 9
2.10 Intellectual Property....................................... 9
2.11 Environmental Matters....................................... 10
2.12 Taxes....................................................... 11
2.13 Employee Benefit Plans...................................... 11
2.14 Certain Agreements Affected by the Merger................... 13
2.15 Brokers' and Finders' Fees.................................. 13
2.16 Opinion of Meta Financial Advisor........................... 13
2.17 Registration Statement; Proxy Statement/Prospectus.......... 13
2.18 Representations Complete.................................... 13
ARTICLE III REPRESENTATIONS AND WARRANTIES OF AVANT! AND MERGER SUB..... 14
3.1 Organization, Standing and Power............................ 14
3.2 Capital Structure........................................... 14
3.3 Authority................................................... 15
3.4 SEC Documents; Financial Statements......................... 15
3.5 Absence of Certain Changes.................................. 16
3.6 Absence of Undisclosed Liabilities.......................... 16
3.7 Permits and Licenses........................................ 17
3.8 Properties and Contracts.................................... 17
3.9 Litigation.................................................. 17
3.10 Intellectual Property....................................... 17
3.11 Environmental Matters....................................... 18
3.12 Taxes....................................................... 19
3.13 Employee Benefit Plans...................................... 19
3.14 Certain Agreements Affected by the Merger................... 21
3.15 Brokers' and Finders' Fees.................................. 21
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
3.16 Registration Statement; Proxy Statement/Prospectus........ 21
3.17 Representations Complete.................................. 21
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME....................... 22
4.1 Conduct of Business of Avant! and Meta.................... 22
4.2 Conduct of Business of Meta............................... 22
4.3 Notices................................................... 24
4.4 Other Officers............................................ 24
ARTICLE V ADDITIONAL AGREEMENTS..................................... 25
5.1 Proxy Statement/Prospectus; Registration Statement........ 25
5.2 Meeting of Shareholders................................... 25
5.3 Access to Information..................................... 25
5.4 Confidentiality........................................... 26
5.5 Public Disclosure......................................... 26
5.6 Consents; Cooperation..................................... 26
5.7 Pooling Accounting........................................ 27
5.8 Affiliate Agreements...................................... 27
5.9 Legal Requirements........................................ 27
5.10 Blue Sky Laws............................................. 27
5.11 Employee Benefit Plans.................................... 28
5.12 Letter of Avant!'s and Meta's Accountants................. 29
5.13 Form S-8.................................................. 29
5.14 Indemnification........................................... 30
5.15 Listing of Additional Shares.............................. 30
5.16 Pooling Letters........................................... 30
5.17 Best Efforts and Further Assurances....................... 31
5.18 Notification of Certain Matters........................... 31
5.19 Shareholders Agreement.................................... 31
5.20 HSR Act Filings........................................... 31
5.21 Operations of Avant! Post Merger.......................... 31
ARTICLE VI CONDITIONS TO THE MERGER.................................. 31
Conditions to Obligations of Each Party to Effect the
6.1 Merger.................................................... 31
6.2 Additional Conditions to Obligations of Meta.............. 32
Additional Conditions to the Obligations of Avant! and
6.3 Merger Sub................................................ 33
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER......................... 34
7.1 Termination............................................... 34
7.2 Effect of Termination..................................... 35
7.3 Expenses and Termination Fees............................. 35
7.4 Amendment................................................. 36
7.5 Extension; Waiver......................................... 36
ARTICLE VIII GENERAL PROVISIONS........................................ 36
8.1 Survival.................................................. 36
8.2 Notices................................................... 36
8.3 Interpretation............................................ 37
8.4 Counterparts.............................................. 37
8.5 Entire Agreement; Nonassignability; Parties in Interest... 37
8.6 Severability.............................................. 37
8.7 Remedies Cumulative....................................... 37
8.8 Governing Law............................................. 38
8.9 Rules of Construction..................................... 38
</TABLE>

ii
<PAGE>

EXHIBITS

<TABLE>
<S> <C>
Exhibit A................................................ Affiliates Agreement
Exhibit B................................................ Shareholders Agreement
</TABLE>

iii
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of August 22, 1996, by and among Avant! Corporation, a
Delaware corporation ("Avant!"), Natasha Merger Corporation, a California
corporation ("Merger Sub") and wholly owned subsidiary of Avant!, and Meta-
Software, Inc., a California corporation ("Meta").

RECITALS

A. The Boards of Directors of Meta, Avant! and Merger Sub believe it is in
the best interests of their respective corporations and the stockholders of
their respective corporations that Meta and Merger Sub combine into a single
company through the statutory merger of Merger Sub with and into Meta (the
"Merger") and, in furtherance thereof, have approved the Merger.

B. In the Merger, among other things, the outstanding shares of Meta Common
Stock, no par value ("Meta Common Stock"), shall be converted into shares of
Avant! Common Stock, $.0001 par value ("Avant! Common Stock"), at the rate set
forth herein.

C. Meta, Avant! and Merger Sub desire to make certain representations and
warranties and other agreements in connection with the Merger.

D. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code"), and to cause the Merger to qualify as a
reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(E)
of the Code.

E. The parties intend for the Merger to be accounted for as a pooling of
interests pursuant to APB Opinion No. 16, Staff Accounting Series Releases
130, 135 and 146 and Staff Accounting Bulletin Topic Two.

F. Concurrent with the execution of this Agreement and as an inducement to
Avant! and Merger Sub to enter into this Agreement, Shawn M. Hailey and Kim L.
Hailey (the "Shareholders"), who are officers and directors of Meta, have on
the date hereof entered into an agreement to vote the shares of Meta's Common
Stock owned by such persons to approve the Merger.

NOW, THEREFORE, in consideration of the covenants and representations set
forth herein, and for other good and valuable consideration, the parties agree
as follows:

A-1
<PAGE>

ARTICLE I

THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2) and subject
to and upon the terms and conditions of this Agreement and the applicable
provisions of the California General Corporation Law ("California Law"), Merger
Sub shall be merged with and into Meta, the separate corporate existence of
Merger Sub shall cease and Meta shall continue as the surviving corporation.
Meta as the surviving corporation after the Merger is hereinafter sometimes
referred to as the "Surviving Corporation."

1.2 Closing; Effective Time. The closing of the transactions contemplated
hereby (the "Closing") shall take place as soon as practicable after the
satisfaction or waiver of each of the conditions set forth in Article VI hereof
or at such other time as the parties hereto agree (the date on which the
Closing shall occur, the "Closing Date" or the "Effective Date"). The Closing
shall take place at the offices of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP, 600 Hansen Way, Palo Alto, California, or at such other
location as the parties hereto agree. In connection with the Closing, the
parties hereto shall cause the Merger to be consummated by filing an Agreement
of Merger, in form reasonably satisfactory to Avant! and Meta (the "Agreement
of Merger"), with the Secretary of State of the State of California, in
accordance with the relevant provisions of California Law (the time of such
filing being the "Effective Time").

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this Agreement, the Agreement of Merger and the
applicable provisions of California Law. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, all the property,
rights, privileges, powers and franchises of Meta and Merger Sub shall vest in
the Surviving Corporation, and all debts, liabilities and duties of Meta and
Merger Sub shall become the debts, liabilities and duties of the Surviving
Corporation.

1.4 Articles of Incorporation; Bylaws.

(a) At the Effective Time, the Articles of Incorporation of Merger Sub,
as in effect immediately prior to the Effective Time, shall be the Articles
of Incorporation of the Surviving Corporation until thereafter amended;
provided, however, that Article I of the Articles of Incorporation of the
Surviving Corporation shall be amended to read as follows: "The name of the
corporation is Meta."

(b) The Bylaws of Merger Sub, as in effect immediately prior to the
Effective Time, shall be the Bylaws of the Surviving Corporation until
thereafter amended.

1.5 Directors and Officers. At the Effective Time, the directors of Merger
Sub shall be the initial directors of the Surviving Corporation and the
officers of Merger Sub shall be the initial officers of the Surviving
Corporation, until their respective successors are duly elected or appointed
and qualified.

1.6 Effect on Capital Stock. By virtue of the Merger and without any action
on the part of Merger Sub, Avant!, Meta or the holders of any of the following
securities:

(a) Conversion of Meta Common Stock. At the Effective Time, each share of
Meta Common Stock issued and outstanding immediately prior to the Effective
Time (other than any shares of Meta Common Stock to be canceled pursuant to
Section 1.6(b) and any Dissenting Shares (as defined in Section 1.7 below))
will be canceled and extinguished and be converted automatically into the
right to receive a fraction of a share of Avant! Common Stock (the
"Exchange Ratio"), the numerator of which is equal to (i) 5,079,365, and
the denominator of which is equal to (ii) the sum of the aggregate number
of shares of Meta Common Stock issued and outstanding as of the Effective
Time, and the aggregate number of shares of Meta Common Stock issuable upon
exercise of all outstanding options and warrants outstanding as of the
Effective Time.

A-2
<PAGE>

(b) Cancellation of Meta Common Stock Owned by Avant! or Meta. At the
Effective Time, all shares of Meta Common Stock that are owned by Meta and
each share of Meta Common Stock owned by Avant! or any direct or indirect
wholly owned subsidiary of Avant! or of Meta immediately prior to the
Effective Time shall be canceled and extinguished without any conversion
thereof.

(c) Meta Stock Plans. At the Effective Time, the Meta 1995 Equity
Incentive Plan, Meta 1995 Directors' Stock Option Plan, and the Meta 1992
Stock Option/Appreciation Plan, and all options to purchase Meta Common
Stock then outstanding under such plans shall be assumed by Avant! in
accordance with Section 5.12. The Meta 1995 Equity Incentive Plan, Meta
1995 Directors' Stock Option Plan, and the Meta 1992 Stock
Option/Appreciation Plan are sometimes collectively referred to herein as
the "Meta Stock Plans."

(d) Meta 1995 Employee Stock Purchase Plan. At the Effective Time, the
Meta 1995 Employee Stock Purchase Plan (the "Meta ESPP") and all of the
existing rights and obligations of Meta pursuant to the outstanding
subscription rights thereunder shall be assumed by Avant! in accordance
with Section 5.11.

(e) Capital Stock of Merger Sub. At the Effective Time, each share of
Common Stock, no par value, of Merger Sub ("Merger Sub Common Stock"),
issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of Common Stock, no par value, of the Surviving
Corporation. Each stock certificate of Merger Sub evidencing ownership of
any such shares shall continue to evidence ownership of such shares of
capital stock of the Surviving Corporation.

(f) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted
to reflect fully the effect of any stock split, reverse split, stock
dividend (including any dividend or distribution of securities convertible
into Avant! Common Stock or Meta Common Stock), reorganization,
recapitalization or other like change with respect to Avant! Common Stock
or Meta Common Stock occurring after the date hereof and prior to the
Effective Time.

(g) Fractional Shares. No fraction of a share of Avant! Common Stock will
be issued, but in lieu thereof each holder of shares of Meta Common Stock
who would otherwise be entitled to a fraction of a share of Avant! Common
Stock (after aggregating all fractional shares of Avant! Common Stock to be
received by such holder) shall receive from Avant! an amount of cash
(rounded to the nearest whole cent) equal to the product of (i) such
fraction, multiplied by (ii) the average last sale price of a share of
Avant! Common Stock for the ten most recent days that Avant! Common Stock
has traded ending on the trading day immediately prior to the Effective
Time, as reported on The Nasdaq National Market.

1.7 Dissenters' Rights. If, as of the Effective Time, holders of Meta Common
Stock have complied with all requirements for perfecting, and have not
forfeited, dissenters' rights ("Dissenting Shares") in connection with the
Merger under California Law, such Dissenting Shares shall not be converted into
Avant! Common Stock but instead shall be converted into the right to receive
such consideration as may be determined to be due with respect to such
Dissenting Shares pursuant to the California Law. Meta shall give Avant! prompt
notice of any demand received by Meta to require Meta to pay the value of any
Dissenting Shares of Meta Common Stock, and Avant! shall have the right to
participate in all negotiations and proceedings with respect to such demand.
Meta agrees that, except with the prior written consent of Avant!, it will not
make any payment with respect to, or settle or offer to settle, any such
purchase demand. Each holder of Dissenting Shares (a "Dissenting Shareholder")
who, pursuant to the provisions of California Law, becomes entitled to payment
of the value of shares of Meta Common Stock shall receive payment therefor (but
only after the value therefor shall have been agreed upon or finally determined
pursuant to such provisions). In the event of a legal obligation, after the
Effective Time, to deliver shares of Avant! Common Stock to any holder of
shares of Meta Common Stock who shall have failed to make an effective payment
demand or shall have lost his or her status as a Dissenting Shareholder, Avant!
shall issue and deliver, upon surrender by such Dissenting Shareholder of his
or her certificate or certificates representing shares of Meta Common Stock,
the shares of Avant! Common Stock to which such Dissenting Shareholder is then
entitled under Section 1.6(a) and cash in lieu of fractional shares pursuant to
Section 1.6(g).

A-3
<PAGE>

1.8 Surrender of Certificates.

(a) Exchange Agent. Harris Trust Company of California shall act as
exchange agent (the "Exchange Agent") in the Merger.

(b) Avant! to Provide Common Stock and Cash. As soon as practicable after
the Effective Time, but no later than two (2) business days thereafter,
Avant! shall make available to the Exchange Agent for exchange in
accordance with this Article I, through such reasonable procedures as
Avant! may adopt, (i) the shares of Avant! Common Stock issuable pursuant
to Section 1.6(a) in exchange for shares of Meta Common Stock outstanding
immediately prior to the Effective Time and (ii) cash in an amount
sufficient to permit payment of cash in lieu of fractional shares pursuant
to Section 1.6(g).

(c) Exchange Procedures. As soon as practicable after the Effective Time,
but no later than ten (10) business days thereafter, the Surviving
Corporation shall cause to be mailed to each holder of record of a
certificate or certificates (the "Certificates") which immediately prior to
the Effective Time represented outstanding shares of Meta Common Stock,
whose shares were converted into the right to receive shares of Avant!
Common Stock (and cash in lieu of fractional shares) pursuant to Section
1.6, (i) a letter of transmittal (which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass,
only upon receipt of the Certificates by the Exchange Agent, and shall be
in such form and have such other provisions as Avant! may reasonably
specify) and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for certificates representing shares of Avant!
Common Stock (and cash in lieu of fractional shares). Upon surrender of a
Certificate for cancellation to the Exchange Agent or to such other agent
or agents as may be appointed by Avant!, together with such letter of
transmittal, duly completed and validly executed in accordance with the
instructions thereto, the holder of record of such Certificate shall be
entitled to receive in exchange therefor a certificate representing the
number of whole shares of Avant! Common Stock and payment in lieu of
fractional shares which such holder of record has the right to receive
pursuant to Section 1.6, and the Certificate so surrendered shall forthwith
be canceled. Until so surrendered, each outstanding Certificate that, prior
to the Effective Time, represented shares of Meta Common Stock will be
deemed from and after the Effective Time, for all corporate purposes, other
than as provided in subsection (d) below, to evidence only the ownership of
the number of full shares of Avant! Common Stock into which such shares of
Meta Common Stock shall have been so converted and the right to receive an
amount in cash in lieu of the issuance of any fractional shares in
accordance with Section 1.6.

(d) Distributions With Respect to Unexchanged Shares. No dividends or
other distributions with respect to Avant! Common Stock with a record date
after the Effective Time will be paid to the holder of record of any
unsurrendered Certificate with respect to the shares of Avant! Common Stock
represented thereby until the holder of record of such Certificate shall
surrender such Certificate. Subject to applicable law, following surrender
of any such Certificate, there shall be paid to the record holder of the
certificates representing whole shares of Avant! Common Stock issued in
exchange therefor, without interest, at the time of such surrender, the
amount of any such dividends or other distributions with a record date
after the Effective Time theretofore payable (but for the provisions of
this Section 1.8(d)) with respect to such shares of Avant! Common Stock.

(e) Transfers of Ownership. If any certificate for shares of Avant!
Common Stock is to be issued in a name other than that in which the
Certificate surrendered in exchange therefor is registered, it will be a
condition of the issuance thereof that the Certificate so surrendered will
be properly endorsed and otherwise in proper form for transfer and that the
person requesting such exchange will have paid to Avant! or any agent
designated by it any transfer or other taxes required by reason of the
issuance of a certificate for shares of Avant! Common Stock in any name
other than that of the registered holder of the Certificate surrendered, or
established to the satisfaction of Avant! or any agent designated by it
that such tax has been paid or is not payable.

A-4
<PAGE>

(f) No Liability. Notwithstanding anything to the contrary in this
Section 1.8, none of the Exchange Agent, the Surviving Corporation or any
party hereto shall be liable to any person for any amount properly paid to
a public official pursuant to any applicable abandoned property, escheat or
similar law.

1.9 No Further Ownership Rights in Meta Common Stock. All shares of Avant!
Common Stock issued upon the surrender for exchange of shares of Meta Common
Stock in accordance with the terms hereof (including any cash paid in lieu of
fractional shares) shall be deemed to have been issued in full satisfaction of
all rights pertaining to such shares of Meta Common Stock, and following the
Effective Time there shall be no further registration of transfers on the
records of the Surviving Corporation of shares of Meta Common Stock which were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, Certificates are presented to the Surviving Corporation for any reason,
they shall be canceled and exchanged as provided in this Article I.

1.10 Lost, Stolen or Destroyed Certificates. In the event any Certificates
shall have been lost, stolen or destroyed, the Exchange Agent shall issue in
exchange for such lost, stolen or destroyed Certificates, upon the making of an
affidavit of that fact by the holder thereof, such shares of Avant! Common
Stock (and cash in lieu of fractional shares) as may be required pursuant to
Section 1.6; provided, however, that Avant! may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed Certificates to deliver a bond in such sum as it may
reasonably direct as indemnity against any claim that may be made against
Avant!, the Surviving Corporation or the Exchange Agent with respect to the
Certificates alleged to have been lost, stolen or destroyed.

1.11 Tax and Accounting Consequences. It is intended by the parties hereto
that the Merger shall (i) constitute a reorganization within the meaning of
Section 368 of the Code and (ii) qualify for accounting treatment as a pooling
of interests. No party shall take any action, to such party's knowledge, which
would cause the Merger to fail to qualify as a reorganization within the
meaning of Section 368 of the Code or to qualify for accounting treatment as a
pooling of interest.

1.12 Taking of Necessary Action; Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of Meta and Merger Sub, the officers and directors of Meta and
Merger Sub are fully authorized in the name of their respective corporations or
otherwise to take, and will take, all such lawful and necessary action, so long
as such action is not inconsistent with this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF META

In this Agreement, any reference to any event, change, condition or effect
being "material" with respect to any entity or group of entities means any
material event, change, condition or effect related to the condition (financial
or otherwise), properties, assets (including intangible assets), liabilities,
business, prospects, operations or results of operations of such entity or
group of entities. In this Agreement, any reference to a "Material Adverse
Effect" with respect to any entity or group of entities means any event, change
or effect that is materially adverse to the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
prospects, operations or results of operations of such entity and its
subsidiaries, taken as a whole.

In this Agreement, any reference to a party's "knowledge" means such party's
actual knowledge after due and diligent inquiry of officers, directors and
other employees of such party and its subsidiaries reasonably believed to have
knowledge of such matters.

Except as disclosed in a document of even date herewith and delivered by Meta
to Avant! prior to the execution and delivery of this Agreement and referring
to the representations and warranties in this Agreement (the "Meta Disclosure
Schedule"), Meta represents and warrants to Avant! and Merger Sub as follows:

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2.1 Organization, Standing and Power. Each of Meta and its subsidiaries is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization. Each of Meta and its subsidiaries has
the corporate power to own its properties and to carry on its business as now
being conducted and as proposed to be conducted and is duly qualified to do
business and is in good standing in each jurisdiction in which the failure to
be so qualified and in good standing would have a Material Adverse Effect on
Meta. Meta has delivered a true and correct copy of the Articles of
Incorporation (referred to herein as Meta's "Articles of Incorporation") and
Bylaws or other charter documents, as applicable, of Meta and each of its
subsidiaries, each as amended to date, to Avant!. Neither Meta nor any of its
subsidiaries is in violation of any of the provisions of its Articles of
Incorporation or Bylaws or equivalent organizational documents. Meta is the
owner of all outstanding shares of capital stock of each of its subsidiaries
and all such shares are duly authorized, validly issued, fully paid and
nonassessable. All of the outstanding shares of capital stock of each such
subsidiary are owned by Meta free and clear of all liens, charges, claims or
encumbrances or rights of others. There are no outstanding subscriptions,
options, warrants, puts, calls, rights, exchangeable or convertible securities
or other commitments or agreements of any character relating to the issued or
unissued capital stock or other securities of any such subsidiary, or otherwise
obligating Meta or any such subsidiary to issue, transfer, sell, purchase,
redeem or otherwise acquire any such securities. Except as disclosed in the
Meta SEC Documents (as defined in Section 2.4), Meta does not directly or
indirectly own any equity or similar interest in, or any interest convertible
or exchangeable or exercisable for, any equity or similar interest in, any
corporation, partnership, joint venture or other business association or
entity.

2.2 Capital Structure. The authorized capital stock of Meta consists of
50,000,000 shares of Common Stock, no par value, and 5,000,000 shares of
Preferred Stock, no par value, of which there were issued and outstanding as of
the close of business on July 31, 1996, 10,188,095 shares of Meta Common Stock
and no shares of Preferred Stock. There are no other outstanding shares of
capital stock or voting securities of Meta and no outstanding commitments to
issue any shares of capital stock or voting securities of Meta after July 31,
1996 other than pursuant to (i) the exercise of options outstanding as of such
date under the Meta Stock Plans or (ii) the exercise of subscription rights
outstanding as of such date under the Meta ESPP. All outstanding shares of Meta
Common Stock are duly authorized, validly issued, fully paid and non-assessable
and are free of any liens or encumbrances, other than any liens or encumbrances
created by or imposed upon the holders thereof, and are not subject to
preemptive rights or rights of first refusal created by statute, the Articles
of Incorporation or Bylaws of Meta or any agreement to which Meta is a party or
by which it is bound. As of the close of business on July 31, 1996, Meta had
reserved (i) 900,000 shares of Meta Common Stock for issuance to employees
pursuant to the Meta 1995 Equity Incentive Plan, of which no shares have been
issued pursuant to option exercises and 562,058 shares are subject to
outstanding, unexercised options, (ii) 225,000 shares of Meta Common Stock for
issuance to employees pursuant to the Meta ESPP, of which 24,810 shares have
been issued and approximately 2,072 shares are subject to outstanding
subscriptions, (iii) 1,950,000 shares of Meta Common Stock for issuance to
employees, consultants and nonemployee directors pursuant to the Meta 1992
Stock Option/Appreciation Plan, of which 429,561 shares have been issued
pursuant to option exercises, and 890,376 shares are subject to outstanding,
unexercised options, and (iv) 90,000 shares of Meta Common Stock for issuance
to certain nonemployee directors pursuant to the Meta 1995 Directors' Stock
Option Plan, of which no shares have been issued pursuant to option exercises
and 15,000 shares are subject to outstanding, unexercised options. Since July
31, 1996, Meta has not (i) issued or granted additional options under any of
the Meta Stock Plans or (ii) accepted any additional Common Stock subscriptions
or otherwise granted any additional purchase rights under the Meta ESPP. Except
for the rights created pursuant to this Agreement and as disclosed in this
Section 2.2, there are no other options, warrants, calls, rights, commitments
or agreements of any character to which Meta is a party or by which it is bound
obligating Meta to issue, deliver, sell, repurchase or redeem, or cause to be
issued, delivered, sold, repurchased or redeemed, any shares of capital stock
of Meta or obligating Meta to grant, extend, accelerate the vesting of, change
the price of, or otherwise amend or enter into any such option, warrant, call,
right, commitment or agreement. There are no contracts, commitments or
agreements relating to voting, registration, purchase or sale of Meta's capital
stock (i) between or among Meta and any of its shareholders or (ii) to Meta's
knowledge, between or among any of Meta's shareholders. The terms of the Meta
Stock Plans permit the assumption or substitution of options to purchase Avant!
Common Stock as provided in

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this Agreement, without the consent or approval of the holders of such
securities, the Meta shareholders, or otherwise and without any acceleration of
the exercise schedule or vesting provisions in effect for those options.
Neither the Board of Directors nor the Administration Committee under any of
the Meta Stock Plans has taken any action to cause the acceleration of any
benefits under any of such Meta Stock Plans in connection with the Merger. No
other outstanding options, whether under the Meta Stock Plans or otherwise,
will be accelerated by action of the Board of the Directors or the
Administration Committee in connection with the Merger. The current
subscription window period (as contemplated by the Meta ESPP) commenced under
the Meta ESPP on July 1, 1996, and except for the subscriptions to acquire
approximately 2,072 shares of Meta Common Stock under the Meta ESPP, there are
no other subscriptions or purchase rights or options outstanding under the Meta
ESPP. True and complete copies of all agreements and instruments relating to or
issued under the Meta Stock Plans and the Meta ESPP have been made available to
Avant! and such agreements and instruments have not been amended, modified or
supplemented, and there are no agreements to amend, modify or supplement such
agreements or instruments in any case from the form made available to Avant!.

2.3 Authority. Meta has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Meta, subject only to the approval of the
Merger by Meta's shareholders as contemplated by Section 6.1(a). This Agreement
has been duly executed and delivered by Meta and constitutes the valid and
binding obligation of Meta enforceable against Meta in accordance with its
terms. The Board of Directors of Meta has unanimously approved this Agreement
and the transactions contemplated hereby. The execution and delivery of this
Agreement by Meta does not, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in any violation of, or
default under (with or without notice or lapse of time, or both), or give rise
to a right of termination, cancellation or acceleration of any obligation or
loss of any material benefit under (i) any provision of the Articles of
Incorporation or Bylaws of Meta or any of its subsidiaries, or (ii) any
material mortgage, indenture, lease, contract or other agreement or instrument,
permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Meta or any of its subsidiaries or
any of their properties or assets, except where such conflict, violation,
default, termination, cancellation or acceleration with respect to the
foregoing provisions of (ii) would not have a Material Adverse Effect on Meta.
No consent, approval, order or authorization of, or registration, declaration
or filing with, any court, administrative agency or commission or other
governmental authority or instrumentality ("Governmental Entity") is required
by or with respect to Meta or any of its subsidiaries in connection with the
execution and delivery of this Agreement, or the consummation of the
transactions contemplated hereby and thereby, except for (i) the filing of the
Agreement of Merger as provided in Section 1.2; (ii) the filing with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers, Inc. (the "NASD") of the Proxy Statement (as defined in
Section 2.17) relating to the Meta Shareholders' Meeting (as defined in Section
2.17), (iii) such consents, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable state securities
laws and the securities laws of any foreign country; (iv) filings required to
be made by each of Meta and Avant! under the HSR Act (as defined in Section
5.20 below); and (v) such other consents, authorizations, filings, approvals
and registrations which, if not obtained or made, would not have a Material
Adverse Effect on Meta and would not prevent, or materially alter or delay any
of the transactions contemplated by this Agreement.

2.4 SEC Documents; Financial Statements. Meta has furnished to Avant! a true
and complete copy of each statement, report, registration statement (together
with the prospectus in the form filed pursuant to Rule 424(b) of the Securities
Act of 1933, as amended (the "Securities Act"), if any), definitive proxy
statement and other filings filed with the SEC by Meta on or after November 7,
1995, and, prior to the Effective Time, Meta will have furnished Avant! with
true and complete copies of any additional documents filed with the SEC by Meta
prior to the Effective Time (collectively, the "Meta SEC Documents"). In
addition, Meta has made available to Avant! all exhibits to the Meta SEC
Documents filed prior to the date hereof, and will promptly make available to
Avant! all exhibits to any additional Meta SEC Documents filed prior to the
Effective Time. All documents required to be filed as exhibits to the Meta SEC
Documents have been so filed, and all material contracts so filed

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as exhibits are in full force and effect, except those which have expired or
have been terminated in accordance with their terms, and neither Meta nor any
of its subsidiaries is in material default thereunder. As of their respective
filing dates, the Meta SEC Documents complied in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Securities Act, and none of the Meta SEC Documents contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances in which they were made, not misleading, except
to the extent corrected, modified or superseded by a subsequently filed Meta
SEC Document. The financial statements of Meta, including the notes thereto,
included in the Meta SEC Documents (the "Meta Financial Statements") were
complete and correct in all material respects as of their respective dates,
complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto as of their respective dates, and have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent throughout the periods indicated and consistent with each other
(except as may be indicated in the notes thereto or, in the case of unaudited
statements included in Quarterly Reports on Form 10-QSB, as permitted by Form
10-QSB of the SEC). The Meta Financial Statements fairly present in all
material respects the consolidated financial condition and operating results of
Meta and its subsidiaries at the dates and during the periods indicated therein
(subject, in the case of unaudited statements, to normal, recurring year-end
adjustments). There has been no change in Meta accounting policies except as
described in the notes to the Meta Financial Statements.

2.5 Absence of Certain Changes. Except as set forth in the Meta SEC
Documents, since June 30, 1996 (the "Meta Balance Sheet Date"), Meta has
conducted its business in the ordinary course consistent with past practice and
there has not occurred: (i) any change, event or condition (whether or not
covered by insurance) that has resulted in a Material Adverse Effect on Meta;
(ii) any acquisition, sale or transfer of any material asset of Meta or any of
its subsidiaries other than in the ordinary course of business and consistent
with past practice; (iii) any change in accounting methods or practices
(including any change in depreciation or amortization policies or rates) by
Meta or any revaluation by Meta of any of its or any of its subsidiaries'
assets; (iv) any declaration, setting aside, or payment of a dividend or other
distribution with respect to the shares of Meta, or any direct or indirect
redemption, purchase or other acquisition by Meta of any of its shares of
capital stock; (v) any material contract entered into by Meta or any of its
subsidiaries, other than in the ordinary course of business and as provided to
Avant!, or any material amendment or termination of, or default under, any
material contract to which Meta or any of its subsidiaries is a party or by
which it is bound; (vi) any action by Meta or, to Meta's knowledge, any
affiliate of Meta which might reasonably be expected to preclude the ability of
Avant! to account for the business combination to be effected by the Merger as
a "pooling of interests" under generally accepted accounting principles; (vii)
any increase in the compensation payable or to become payable by Meta to any of
its officers, directors, consultants or employees (except for salary or rate
increases granted to such persons in the ordinary course of business and
consistent with prior practice); (viii) any (A) grant of any severance or
termination pay to any director, officer or employee of Meta or any of its
subsidiaries, (B) entering into of any employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement) with
any director, officer or employee of Meta or any such subsidiary, (C) any
increase in benefits payable under any existing severance or termination pay
policies or employment agreements, or (D) any increase in compensation, bonus
or other benefits payable to directors, officers or employees of Meta or any
such subsidiary, in each case other than in the ordinary course of business
consistent with past practice; or (ix) any negotiation or agreement by Meta or
any of its subsidiaries to do any of the things described in the preceding
clauses (i) through (viii) (other than negotiations with Avant! and its
representatives regarding the transactions contemplated by this Agreement).

2.6 Absence of Undisclosed Liabilities. Meta has no material obligations or
liabilities of any nature (matured or unmatured, fixed or contingent) other
than (i) those set forth or adequately provided for in the Balance Sheet
included in Meta's Quarterly Report on Form 10-QSB for the period ended June
30, 1996 (the "Meta Balance Sheet"); (ii) those incurred in the ordinary course
of business and not required to be set forth in the Meta Balance Sheet under
generally accepted accounting principles; (iii) those incurred in the ordinary
course of business since the Meta Balance Sheet Date and consistent with past
practice; and (iv) those incurred in connection with the execution and delivery
of this Agreement and the transactions contemplated hereby.

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2.7 Permits and Licenses. Meta is now the holder of all licenses,
franchises, ordinances, authorizations, permits, and certificates, domestic or
foreign (collectively, the "Meta Licenses"), necessary to enable it to
continue to conduct its business in all material respects, as presently
conducted, except where the failure to have such Meta Licenses, individually
or in the aggregate, would not have a Material Adverse Effect on Meta. All of
the Meta Licenses are in full force and effect. To the knowledge of Meta, no
Federal, state, or local government or agency having jurisdiction will revoke,
cancel, rescind, refuse to renew in the ordinary course, or modify any of the
Meta Licenses, which revocation, cancellation, rescission, refusal or
modification would have a Material Adverse Effect on Meta. There is not now
pending, or, to the knowledge of Meta, threatened any investigation before any
such Federal, state, or local governments or agencies which, either
individually or in the aggregate, would have a Material Adverse Effect on
Meta. Meta has conducted its business so as to comply with all applicable
laws, regulations, ordinances, and codes, domestic and foreign, including,
without limitation, laws, regulations, ordinances, and codes relating to the
protection of the environment, the failure to comply with which would have a
Material Adverse Effect on Meta.

2.8 Properties and Contracts.

(a) Meta owns, or is licensed to use, or leases, all property and assets,
real and personal, tangible and intangible, used in or necessary for the
conduct of its business as currently conducted, except in those cases where
the failure so to own, license or lease would not have a Material Adverse
Effect on Meta and except as this subsection (a) may relate to Meta
Intellectual Property which is addressed exclusively by Section 2.10 below.

(b) To the knowledge of Meta, (i) all of the material contracts of Meta
are presently valid and existing and in full force and effect, and (ii)
there is no violation or default or claim of violation or default by any
party thereto and no condition or event has occurred which with notice or
lapse of time or both would constitute a violation or default thereunder,
except for any such failure or any such violation, default, or claim, which
would not have a Material Adverse Effect on Meta.

2.9 Litigation. There is no private or governmental action, suit,
proceeding, claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the knowledge of Meta,
threatened against Meta or any of its subsidiaries or any of their respective
properties or any of their respective officers or directors (in their
capacities as such) that, if adversely determined, individually or in the
aggregate, would have a Material Adverse Effect on Meta or that arise out of
or in any way relate to this Agreement, the Merger or any of the transactions
contemplated hereby. From the date of this Agreement until the Effective Time,
Meta shall promptly advise Avant! of any such action, suit, proceeding, claim,
arbitration or investigation that is commenced, or, to the knowledge of Meta,
threatened against Meta or any of its subsidiaries. There is no judgment,
decree or order against Meta or any of its subsidiaries, or, to the knowledge
of Meta, any of their respective directors or officers (in their capacities as
such), that could prevent, enjoin, alter or materially delay any of the
transactions contemplated by this Agreement or that would have a Material
Adverse Effect on Meta.

2.10 Intellectual Property.

(a) Meta and its subsidiaries own, or otherwise possess legally enforceable
rights to use all patents, trademarks, trade names, service marks, copyrights,
and any applications therefor, maskworks, net lists, schematics, technology,
know-how, trade secrets, inventory, ideas, algorithms, processes, computer
software programs or applications (in source code and/or object code form),
and tangible or intangible proprietary information or material ("Meta
Intellectual Property") that are used or proposed to be used in the business
of Meta and its subsidiaries as currently conducted (including with respect to
products currently under development that are expected to be material to
Meta's business), except to the extent that the failure to have such rights
has not had and would not have a Material Adverse Effect on Meta.

(b) Schedule 2.10 lists (i) all patents and patent applications and all
material registered and unregistered trademarks, trade names and service
marks, registered copyrights, and maskworks that are included in the Meta
Intellectual Property, including the jurisdictions in which each such Meta
Intellectual Property right

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has been issued or registered or in which any application for such issuance
and registration has been filed, (ii) all licenses, sublicenses and other
agreements as to which Meta is a party and pursuant to which any person is
authorized to use any Meta Intellectual Property other than end user
licenses entered into with customers of Meta in the ordinary course of
business and licenses that the loss of which would not have a Material
Adverse Effect on Meta, and (iii) all licenses, sublicenses and other
agreements as to which Meta is a party and pursuant to which Meta is
authorized to use any third party patents, trademarks or copyrights,
including software ("Meta Third Party Intellectual Property Rights") which
are incorporated in, are, or form a part of any Meta product that is
material to its business or any Meta product under development that is
expected to be material to its business, other than end user licenses of
commercially available products of third parties entered into in the
ordinary course of business.

(c) To the knowledge of Meta, there is no material unauthorized use,
disclosure, infringement or misappropriation of any Meta Intellectual
Property rights of Meta or any of its subsidiaries, any trade secret
material to Meta or any of its subsidiaries, or any Meta Intellectual
Property right of any third party to the extent licensed by or through Meta
or any of its subsidiaries, by any third party, including any employee or
former employee of Meta or any of its subsidiaries. Neither Meta nor any of
its subsidiaries has entered into any agreement to indemnify any other
person against any charge of infringement by any Meta Intellectual
Property, other than indemnification provisions contained in end user
licenses entered into with customers of Meta arising in the ordinary course
of business.

(d) Neither Meta nor any of its subsidiaries is, nor will they be as a
result of the execution and delivery of this Agreement or the performance
of their respective obligations under this Agreement, in breach of any
license, sublicense or other agreement relating to the Meta Intellectual
Property or Meta Third Party Intellectual Property Rights, which breach
would have a Material Adverse Effect on Meta.

(e) To Meta's knowledge, all patents, registered trademarks, service
marks and copyrights held by Meta or any of its subsidiaries are valid and
subsisting. Meta (i) has not been sued in any suit, action or proceeding
which involves a claim of infringement of any patents, trademarks, service
marks, copyrights or violation of any trade secret or other proprietary
right of any third party; (ii) has no knowledge that the manufacturing,
marketing, licensing or sale of its products infringes any patent,
trademark, service mark, copyright, trade secret or other proprietary right
of any third party, which such infringement would have a Material Adverse
Effect on Meta; and (iii) has not brought any action, suit or proceeding
for infringement of Meta Intellectual Property or breach of any license or
agreement involving Meta Intellectual Property against any third party.

(f) Meta has secured from all consultants and employees who contributed
to the creation or development of Meta Intellectual Property valid written
assignments of the rights to such contributions that Meta does not already
own by operation of law, the absence of which would have a Material Adverse
Effect on Meta.

(g) Meta has taken all commercially reasonable steps to protect and
preserve the confidentiality of all Meta Intellectual Property not
otherwise protected by patents, patent applications or copyright ("Meta
Confidential Information"). All use, disclosure or appropriation of Meta
Confidential Information owned by Meta by or to a third party has been
pursuant to the terms of a written agreement between Meta and such third
party. All use, disclosure or appropriation of Meta Confidential
Information not owned by Meta has been pursuant to the terms of a written
agreement between Meta and the owner of such Meta Confidential Information,
or is otherwise lawful.

2.11 Environmental Matters. To the knowledge of Meta, each of Meta and its
subsidiaries is and at all times has been in compliance with all foreign,
federal, state and local laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, or hazardous or toxic
materials or waste, except to the extent noncompliance with such laws has not
had and would not have a Material Adverse Effect on Meta.

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2.12 Taxes. Meta and each of its subsidiaries, and any consolidated, combined
or unitary group for Tax purposes of which Meta or any of its subsidiaries is
or has been a member have timely filed all Tax Returns required to be filed by
them and have paid all Taxes shown thereon to be due. The Meta Financial
Statements (i) fully accrue all actual and contingent liabilities for Taxes
with respect to all periods through June 30, 1996 and, to the knowledge of
Meta, Meta and each of its subsidiaries have not and will not incur any Tax
liability in excess of the amount reflected on the Meta Financial Statements
with respect to such periods, and (ii) properly accrue in accordance with
generally accepted accounting principles all liabilities for Taxes payable
afterJune 30, 1996 with respect to all transactions and events occurring on or
prior to such date. No material Tax liability since June 30, 1996 has been
incurred by Meta or its subsidiaries other than in the ordinary course of
business and adequate provision has been made in the Meta Financial Statements
for all Taxes since that date in accordance with generally accepted accounting
principles on at least a quarterly basis. Meta and each of its subsidiaries
have withheld and paid or will timely pay to the applicable financial
institution or Tax Authority all amounts required to be withheld. No notice of
deficiency or similar document of any Tax Authority has been received by either
Meta or any of its subsidiaries, and there are no liabilities for Taxes with
respect to the issues that have been raised (and are currently pending) by any
Tax Authority that would, if determined adversely to Meta and its subsidiaries,
materially and adversely affect the liability of Meta and its subsidiaries for
Taxes. There is (i) no material claim for Taxes that is a lien against the
property of Meta or any of its subsidiaries other than liens for Taxes not yet
due and payable, (ii) no notification received by Meta of any audit of any Tax
Return of Meta or any of its subsidiaries being conducted pending or threatened
by a Tax Authority, and (iii) no extension or waiver of the statute of
limitations on the assessment of any Taxes granted by Meta or any of its
subsidiaries and currently in effect. Neither Meta nor any of its subsidiaries
is a party to any tax sharing or tax allocation agreement nor does Meta or any
of its subsidiaries owe any amount under any such agreement. For purposes of
this Agreement, the following terms have the following meanings: "Tax" (and,
with correlative meaning, "Taxes" and "Taxable") means (i) any net income,
alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise, profits, license, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax governmental
fee or other like assessment or charge of any kind whatsoever, together with
any interest or any penalty, addition to tax or additional amount imposed by
any Governmental Entity (a "Tax Authority") responsible for the imposition of
any such tax (domestic or foreign), (ii) any liability for the payment of any
amounts of the type described in (i) as a result of being a member of an
affiliated, consolidated, combined or unitary group for any Taxable period and
(iii) any liability for the payment of any amounts of the type described in (i)
or (ii) as a result of any express or implied obligation to indemnify any other
person. As used herein, "Tax Return" shall mean any return, statement, report
or form including, without limitation, estimated Tax returns and reports,
withholding Tax returns and reports and information reports and returns
required to be filed with respect to Taxes.

2.13 Employee Benefit Plans.

(a) Schedule 2.13 lists, with respect to Meta, any subsidiary of Meta and
any trade or business (whether or not incorporated) which is treated as a
single employer with Meta (an "ERISA Affiliate") within the meaning of
Section 414(b), (c), (m) or (o) of the Code, (i) all employee benefit plans
(as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA")), (ii) each loan to a non-officer employee in
excess of $10,000, loans to officers and directors and any stock option,
stock purchase, phantom stock, stock appreciation right, supplemental
retirement, severance, sabbatical, medical, dental, vision care,
disability, employee relocation, cafeteria benefit (Code section 125) or
dependent care (Code Section 129), life insurance or accident insurance
plans, programs or arrangements, (iii) all bonus, pension, profit sharing,
savings, deferred compensation or incentive plans, programs or
arrangements, (iv) other fringe or employee benefit plans, programs or
arrangements that apply to senior management of Meta and that do not
generally apply to all employees, and (v) any current or former employment
or executive compensation or severance agreements, written or otherwise, as
to which unsatisfied obligations of Meta of greater than $10,000 remain for
the benefit of, or relating to, any present or former employee, consultant
or director of Meta (together, the "Meta Employee Plans").

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(b) Meta has furnished to Avant! a copy of each of the Meta Employee
Plans and related plan documents (including trust documents, insurance
policies or contracts, employee booklets, summary plan descriptions and
other authorizing documents, and, to the extent still in its possession,
any material employee communications relating thereto) and has, with
respect to each Meta Employee Plan which is subject to ERISA reporting
requirements, provided copies of the Form 5500 reports filed for the last
three plan years. Any Meta Employee Plan intended to be qualified under
Section 401(a) of the Code has either obtained from the Internal Revenue
Service a favorable determination letter as to its qualified status under
the Code, including all amendments to the Code effected by the Tax Reform
Act of 1986 and subsequent legislation, or has applied to the Internal
Revenue Service for such a determination letter prior to the expiration of
the requisite period under applicable Treasury Regulations or Internal
Revenue Service pronouncements in which to apply for such determination
letter and to make any amendments necessary to obtain a favorable
determination, or has been established under a standardized prototype plan
for which an Internal Revenue Service opinion letter has been obtained by
the plan sponsor and is valid as to the adopting employer. Meta has also
furnished Avant! with the most recent Internal Revenue Service
determination or opinion letter issued with respect to each such Meta
Employee Plan, and nothing has occurred since the issuance of each such
letter which could reasonably be expected to cause the loss of the tax-
qualified status of any Meta Employee Plan subject to Code Section 401(a).

(c) (i) None of the Meta Employee Plans promises or provides retiree
medical or other retiree welfare benefits to any person; (ii) there has
been no "prohibited transaction," as such term is defined in Section 406 of
ERISA and Section 4975 of the Code, with respect to any Meta Employee Plan,
which could reasonably be expected to have, in the aggregate, a Material
Adverse Effect on Meta; (iii) each Meta Employee Plan has been administered
in accordance with its terms and in compliance with the requirements
prescribed by any and all statutes, rules and regulations (including ERISA
and the Code), except as would not have, in the aggregate, a Material
Adverse Effect on Meta, and Meta and each subsidiary or ERISA Affiliate
have performed all material obligations required to be performed by them
under, are not in any material respect in default under or violation of,
and have no knowledge of any material default or violation by any other
party to, any of the Meta Employee Plans; (iv) neither Meta nor any
subsidiary or ERISA Affiliate is subject to any liability or penalty under
Sections 4976 through 4980 of the Code or Title I of ERISA with respect to
any of the Meta Employee Plans which liability or penalty would have a
Material Adverse Effect on Meta; (v) all material contributions required to
be made by Meta or any subsidiary or ERISA Affiliate to any Meta Employee
Plan have been made on or before their due dates and a reasonable amount
has been accrued for contributions to each Meta Employee Plan for the
current plan years; (vi) with respect to each Meta Employee Plan, no
"reportable event" within the meaning of Section 4043 of ERISA (excluding
any such event for which the thirty (30) day notice requirement has been
waived under the regulations to Section 4043 of ERISA) nor any event
described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) no
Meta Employee Plan is covered by, and neither Meta nor any subsidiary or
ERISA Affiliate has incurred or expects to incur any liability under Title
IV of ERISA or Section 412 of the Code. With respect to each Meta Employee
Plan subject to ERISA as either an employee pension plan within the meaning
of Section 3(2) of ERISA or an employee welfare benefit plan within the
meaning of Section 3(1) of ERISA, Meta has prepared in good faith and
timely filed all requisite governmental reports (which were true and
correct as of the date filed) and has properly and timely filed and
distributed or posted all notices and reports to employees required to be
filed, distributed or posted with respect to each such Meta Employee Plan.
No suit, administrative proceeding, action or other litigation has been
brought, or to the knowledge of Meta is threatened, against or with respect
to any such Meta Employee Plan, including any audit or inquiry by the IRS
or United States Department of Labor. Neither Meta nor any Meta subsidiary
or other ERISA Affiliate is a party to, or has made any contribution to or
otherwise incurred any obligation under, any "multiemployer plan" as
defined in Section 3(37) of ERISA.

(d) With respect to each Meta Employee Plan, Meta and each of its United
States subsidiaries have complied with (i) the applicable health care
continuation and notice provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), and the proposed regulations
thereunder, and (ii) the

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applicable requirements of the Family Leave Act of 1993 and the regulations
thereunder, except to the extent that such failure to comply would not, in
the aggregate, have a Material Adverse Effect on Meta.

(e) The consummation of the transactions contemplated by this Agreement
will not (i) entitle any current or former employee or other service
provider of Meta, any Meta subsidiary or any other ERISA Affiliate to
severance benefits or any other payment (including, without limitation,
unemployment compensation, golden parachute or bonus), except as expressly
provided in this Agreement, or (ii) accelerate the time of payment or
vesting of any such benefits, or increase the amount of compensation due
any such employee or service provider.

(f) There has been no amendment to, written interpretation or
announcement (whether or not written) by Meta, any Meta subsidiary or other
ERISA Affiliate relating to, or change in participation or coverage under,
any Meta Employee Plan which would materially increase the expense of
maintaining such Plan above the level of expense incurred with respect to
that Plan for the most recent fiscal year included in Meta's financial
statements.

2.14 Certain Agreements Affected by the Merger. Neither the execution and
delivery of this Agreement nor the consummation of the transaction
contemplated hereby will (i) result in any material payment (including,
without limitation, severance, unemployment compensation, golden parachute,
bonus or otherwise) becoming due to any director or employee of Meta or any of
its subsidiaries, (ii) materially increase any benefits otherwise payable by
Meta or (iii) result in the acceleration of the time of payment or vesting of
any such benefits.

2.15 Brokers' and Finders' Fees. Meta has not incurred, nor will it incur,
directly or indirectly, any liability for brokerage or finders' fees or
agents' commissions or investment bankers' fees or any similar charges in
connection with this Agreement or any transaction contemplated hereby, other
than fees and expenses payable to Wessels, Arnold & Henderson, L.L.C.

2.16 Opinion of Meta Financial Advisor. Meta has received the opinion of
Wessels, Arnold & Henderson, L.L.C., to the effect that, as of the date
hereof, the consideration to be received by Meta's shareholders in the Merger
is fair, from a financial point of view, to the shareholders of Meta.

2.17 Registration Statement; Proxy Statement/Prospectus. The written
information supplied by Meta expressly for the purpose of inclusion in the
registration statement on Form S-4 (or such other or successor form as shall
be appropriate) pursuant to which the issuance of the shares of Avant! Common
Stock to be issued in the Merger will be registered with the SEC (the
"Registration Statement") shall not at the time the Registration Statement
(including any amendments or supplements thereto) is declared effective by the
SEC contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein not
misleading. The written information supplied by Meta expressly for the purpose
of inclusion in the combined proxy statement/prospectus to be sent to the
shareholders of Meta in connection with the meetings of Meta's shareholders
(the "Meta Shareholders Meeting") and Avant!' stockholders (the "Avant!
Stockholders Meeting") to be held in connection with the Merger (such proxy
statement/prospectus as amended or supplemented is referred to herein as the
"Proxy Statement") shall not, on the date the Proxy Statement is first mailed
to Meta's shareholders, at the time of the Meta Shareholders Meeting and at
the Effective Time, contain any untrue statement of a material fact, or omit
to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not
misleading. If at any time prior to the Effective Time any event or
information should be discovered by Meta which should be set forth in an
amendment to the Registration Statement or a supplement to the Proxy
Statement, Meta shall promptly inform Avant! and Merger Sub. Notwithstanding
the foregoing, Meta makes no representation, warranty or covenant with respect
to any information supplied by Avant! or Merger Sub that is contained in any
of the foregoing documents.

2.18 Representations Complete. None of the representations or warranties
made by Meta herein or in any Schedule or Exhibit hereto, including the Meta
Disclosure Schedule, or certificate furnished by Meta pursuant to this
Agreement, or the Meta SEC Documents or any written statement furnished to
Avant! by Meta pursuant

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hereto or in connection with the transactions contemplated hereby, when all
such documents are read together in their entirety, contains or will contain at
the Effective Time any untrue statement of a material fact, or omits or will
omit at the Effective Time to state any material fact necessary in order to
make the statements contained herein or therein, in the light of the
circumstances under which made, not misleading; provided, however, that it is
understood that the financial projections delivered by Meta represent only
Meta's best estimate under the circumstances of what it reasonably believes
(although it is not aware of any fact or information that would lead it to
believe that such projections are misleading in any material respect) and are
based upon assumptions that Meta believes were reasonable as of the time such
projections were made. Meta does not make any other representation or warranty
regarding such projections or Meta's possible or anticipated operating
performance other than as set forth in this Section 2.18.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AVANT! AND MERGER SUB

Except as disclosed in a document of even date herewith and delivered by
Avant! to Meta prior to the execution and delivery of this Agreement and
referring to the representations and warranties in this Agreement (the "Avant!
Disclosure Schedule"), Avant! and Merger Sub jointly and severally represent
and warrant to Meta as follows:

3.1 Organization, Standing and Power. Each of Avant! and Merger Sub is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization. Each of Avant! and Merger Sub has the
corporate power to own its properties and to carry on its business as now being
conducted and as proposed to be conducted and is duly qualified to do business
and is in good standing in each jurisdiction in which the failure to be so
qualified and in good standing would have a Material Adverse Effect on Avant!.
Avant! has delivered a true and correct copy of the Certificate of
Incorporation and Bylaws or other charter documents, as applicable, of Avant!
and each of its subsidiaries, each as amended to date, to Meta. Neither Avant!
nor Merger Sub is in violation of any of the provisions of its Certificate or
Articles of Incorporation or Bylaws or equivalent organizational documents.
Avant! is the owner of all outstanding shares of capital stock of Merger Sub
and all such shares are duly authorized, validly issued, fully paid and
nonassessable. All of the outstanding shares of capital stock of Merger Sub are
owned by Avant! free and clear of all liens, charges, claims or encumbrances or
rights of others. There are no outstanding subscriptions, options, warrants,
puts, calls, rights, exchangeable or convertible securities or other
commitments or agreements of any character relating to the issued or unissued
capital stock or other securities of any such subsidiary, or otherwise
obligating Meta or any such subsidiary to issue, transfer, sell, purchase,
redeem or otherwise acquire any such securities. Except as disclosed in the
Avant! SEC Documents (as defined in Section 3.4), Avant! does not directly or
indirectly own any equity or similar interest in, or any interest convertible
or exchangeable or exercisable for, any equity or similar interest in, any
corporation, partnership, joint venture or other business association or
entity.

3.2 Capital Structure. The authorized capital stock of Avant! consists of
50,000,000 shares of Common Stock, $.0001 par value, and 5,000,000 shares of
Preferred Stock, $.0001 par value, of which there were issued and outstanding
as of the close of business on August 9, 1996, 16,255,597 shares of Avant!
Common Stock and no shares of Preferred Stock. There are no other outstanding
shares of capital stock or voting securities of Avant! and no outstanding
commitments to issue any shares of capital stock or voting securities of Avant!
afterAugust 9, 1996, other than shares of Avant! Common Stock issued after
August 9, 1996 upon the exercise of options outstanding as of such date under
the Avant! 1995 Stock Option/Stock Issuance Plan (the "Avant! Stock Option
Plan") and the Integrated Silicon Systems stock option plans (the "ISS Option
Plans"). The authorized capital stock of Merger Sub consists of 1,000 shares of
Common Stock, no par value, all of which are issued and outstanding and are
held by Avant!. All outstanding shares of Avant! and Merger Sub have been duly
authorized, validly issued, fully paid and are nonassessable and free of any
liens or encumbrances other than any liens or encumbrances created by or
imposed upon the holders thereof and are not subject to preemptive rights or
rights of first refusal created by statute, the Certificate of Incorporation or
Bylaws of Avant! or any agreements to which Avant! is a party or by which it is
bound. As of July 31, 1996, Avant! had reserved 3,065,575 shares of Avant!

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Common Stock for issuance to employees, directors and independent contractors
pursuant to the Avant! Stock Option Plan, of which approximately 535,000 shares
have been issued pursuant to option exercises, and approximately 1,191,000
shares are subject to outstanding, unexercised options, and Avant! had reserved
approximately 1,337,000 shares of Avant! Common Stock for issuance to
employees, directors and independent contractors pursuant to the ISS Option
Plans, all of which are subject to outstanding, unexercised options. Other than
this Agreement, there are no other options, warrants, calls, rights,
commitments or agreements of any character to which Avant! or Merger Sub is a
party or by which either of them is bound obligating Avant! or Merger Sub to
issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased or redeemed, any shares of the capital stock of Avant! or
Merger Sub or obligating Avant! or Merger Sub to grant, extend or enter into
any such option, warrant, call, right, commitment or agreement. The shares of
Avant! Common Stock to be issued pursuant to the Merger will be duly
authorized, validly issued, fully paid, and non-assessable and free of any
liens or encumbrances other than any liens or encumbrances created by or
imposed upon the holders thereof. There are no contracts, commitments or
agreements relating to voting, registration, purchase or sale of Avant!'s
capital stock (i) between or among Avant! and any of its stockholders or (ii)
to the best of Avant!'s knowledge, between or among any of Avant!'s
stockholders.

3.3 Authority. Each of Avant! and Merger Sub has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of each of Avant! and
Merger Sub, subject only to the approval of the issuance of shares of Avant!
Common Stock in the Merger by the stockholders of Avant!. This Agreement has
been duly executed and delivered by each of Avant! and Merger Sub and
constitutes the valid and binding obligations of each of Avant! and Merger Sub,
enforceable against each in accordance with its terms. The Boards of Directors
of Avant! and Merger Sub has unanimously approved this Agreement and the
transactions contemplated hereby. The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of, or default under (with or without
notice or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a material benefit
under (i) any provision of the Certificate of Incorporation or Bylaws of Avant!
or any of its subsidiaries, or (ii) any material mortgage, indenture, lease,
contract or other agreement or instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Avant! or any of its subsidiaries or their properties or assets,
except where such conflict, violation, default, termination, cancellation or
acceleration with respect to the foregoing provisions of (ii) would not have a
Material Adverse Effect on Avant!. No consent, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity, is
required by or with respect to Avant! or any of its subsidiaries in connection
with the execution and delivery of this Agreement by Avant! and Merger Sub or
the consummation by each of Avant! and Merger Sub of the transactions
contemplated hereby, except for (i) the filing of the Agreement of Merger as
provided in Section 1.2, (ii) the filing with the SEC and NASD of the
Registration Statement, (iii) the filing of a Form 8-K with the SEC and NASD
within 15 days after the Closing Date, (iv) any filings as may be required
under applicable state securities laws and the securities laws of any foreign
country, (v) the filing with the Nasdaq National Market of a Notification Form
for Listing of Additional Shares, in each case with respect to the shares of
Avant! Common Stock issuable upon conversion of the Meta Common Stock in the
Merger and upon exercise of the options, subscriptions or other awards, as the
case may be, under the Meta Stock Plans and the Meta ESPP to be assumed by
Avant!, (vi) filings required to be made by each of Avant! and Meta under the
HSR Act (as defined in Section 5.21 below); (vii) the filing of a registration
statement on Form S-8 covering the Avant! Common Stock issuable pursuant to (i)
outstanding options under the Meta Stock Plans; and (viii) such other consents,
authorizations, filings, approvals and registrations which, if not obtained or
made, would not have a Material Adverse Effect on Avant! and would not prevent
or materially alter or delay any of the transactions contemplated by this
Agreement.

3.4 SEC Documents; Financial Statements. Avant! has furnished to Meta a true
and complete copy of each statement, report, registration statement (with the
prospectus in the form filed pursuant to Rule 424(b) of the Securities Act),
definitive proxy statement, and other filings filed with the SEC by Avant!
since June 6, 1995,

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<PAGE>

and, prior to the Effective Time, Avant! will have furnished Meta with true and
complete copies of any additional documents filed with the SEC by Avant! prior
to the Effective Time (collectively, the "Avant! SEC Documents"). In addition,
Avant! has made available to Meta all exhibits to the Avant! SEC Documents
filed prior to the date hereof, and will promptly make available to Meta all
exhibits to any additional Avant! SEC Documents filed prior to the Effective
Time. All documents required to be filed as exhibits to the Meta SEC Documents
have been so filed, and all material contracts so filed as exhibits are in full
force and effect, except those which have expired or have been terminated in
accordance with their terms, and neither Avant! nor any of its subsidiaries is
in material default thereunder. As of their respective filing dates, the Avant!
SEC Documents complied in all material respects with the requirements of the
Exchange Act and the Securities Act, and none of the Avant! SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances in which they were made, not
misleading, except to the extent corrected by a subsequently filed Avant! SEC
Document. The financial statements of Avant!, including the notes thereto,
included in the Avant! SEC Documents (the "Avant! Financial Statements") were
complete and correct in all material respects as of their respective dates,
complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto as of their respective dates, and have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent throughout the periods indicated and consistent with each other
(except as may be indicated in the notes thereto or, in the case of unaudited
statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-
Q of the SEC). The Avant! Financial Statements fairly present in all material
respects the consolidated financial condition and operating results of Avant!
and its subsidiaries at the dates and during the periods indicated therein
(subject, in the case of unaudited statements, to normal, recurring year-end
adjustments). There has been no change in Avant! accounting policies except as
described in the notes to the Avant! Financial Statements.

3.5 Absence of Certain Changes. Except as set forth in the Avant! SEC
Documents, since June 30, 1996 (the "Avant! Balance Sheet Date"), Avant! has
conducted its business in the ordinary course consistent with past practice and
there has not occurred: (i) any change, event or condition (whether or not
covered by insurance) that has resulted in a Material Adverse Effect on Avant!;
(ii) any acquisition, sale or transfer of any material asset of Avant! or any
of its subsidiaries other than in the ordinary course of business and
consistent with past practice; (iii) any change in accounting methods or
practices (including any change in depreciation or amortization policies or
rates) by Avant! or any revaluation by Avant! of any of its assets; (iv) any
declaration, setting aside, or payment of a dividend or other distribution with
respect to the shares of Avant!, or any direct or indirect redemption, purchase
or other acquisition by Avant! of any of its shares of capital stock; (v) any
material contract entered into by Avant!, other than in the ordinary course of
business and as provided to Meta, or any material amendment or termination of,
or default under, any material contract to which Avant! is a party or by which
it is bound; (vi) any action by Avant! or, to Avant!'s knowledge, any affiliate
of Avant! which might reasonably be expected to preclude the ability of Avant!
to account for the business combination to be effected by the Merger as a
"pooling of interests" under generally accepted accounting principles; (vii)
any increase in the compensation payable or to become payable by Avant! to any
of its officers, directors, consultants or employees (except for salary or rate
increases granted to such persons in the ordinary course of business and
consistent with prior practice); (viii) any (A) grant of any severance or
termination pay to any director, officer or employee of Avant! or any of its
subsidiaries, (B) entering into of any employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement) with
any director, officer or employee of Avant! or any such subsidiary, (C) any
increase in benefits payable under any existing severance or termination pay
policies or employment agreements, or (D) any increase in compensation, bonus
or other benefits payable to directors, officers or employees of Avant! or any
such subsidiary, in each case other than in the ordinary course of business
consistent with past practice; or (ix) any negotiation or agreement by Avant!
or any of its subsidiaries to do any of the things described in the preceding
clauses (i) through (viii) (other than negotiations with Meta and its
representatives regarding the transactions contemplated by this Agreement).

3.6 Absence of Undisclosed Liabilities. Avant! has no material obligations or
liabilities of any nature (matured or unmatured, fixed or contingent) other
than (i) those set forth or adequately provided for in the

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Balance Sheet included in Avant!'s Quarterly Report on Form 10-Q for the period
ended June 30, 1996 (the "Avant! Balance Sheet"); (ii) those incurred in the
ordinary course of business and not required to be set forth in the Avant!
Balance Sheet under generally accepted accounting principles; (iii) those
incurred in the ordinary course of business since the Avant! Balance Sheet Date
and consistent with past practice; and (iv) those incurred in connection with
the execution and delivery of this Agreement and the transactions contemplated
hereby.

3.7 Permits and Licenses. Avant! is now the holder of all licenses,
franchises, ordinances, authorizations, permits, and certificates, domestic or
foreign (collectively, the "Avant! Licenses"), necessary to enable it to
continue to conduct its business in all material respects as presently
conducted, except where the failure to have such Avant! Licenses, individually
or in the aggregate, would not have a Material Adverse Effect on Avant!. All of
Avant! Licenses are in full force and effect. To the knowledge of Avant!, no
Federal, state, or local government or agency having jurisdiction will revoke,
cancel, rescind, refuse to renew in the ordinary course, or modify any of
Avant! Licenses, which revocation, cancellation, rescission, refusal or
modification would have a Material Adverse Effect on Avant!. There is not now
pending, or, to the knowledge of Avant!, threatened any investigation before
any such Federal, state, or local governments or agencies which, either
individually or in the aggregate, would have a Material Adverse Effect on
Avant!. Avant! has conducted its business so as to comply with all applicable
laws, regulations, ordinances, and codes, domestic and foreign, including,
without limitation, laws, regulations, ordinances, and codes relating to the
protection of the environment, the failure to comply with which would have a
Material Adverse Effect on Avant!.

3.8 Properties and Contracts.

(a) Avant! owns, or is licensed to use, or leases, all property and
assets, real and personal, tangible and intangible, used in or necessary
for the conduct of its business as currently conducted, except in those
cases where the failure so to own, license or lease would not have a
Material Adverse Effect on Avant! and except as this subsection (a) may
relate to Avant! Intellectual Property which is addressed exclusively by
Section 3.10 below.

(b) To the knowledge of Avant!, (i) all of the material contracts of
Avant! are presently valid and existing and in full force and effect, and
(ii) there is no violation or default or claim of violation or default by
any party thereto and no condition or event has occurred which with notice
or lapse of time or both would constitute a violation or default
thereunder, except for any such failure or any such violation, default, or
claim, which would not have a Material Adverse Effect on Avant!.

3.9 Litigation. There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, or, to the knowledge of Avant!, threatened
against Avant! or any of its subsidiaries or any of their respective properties
or any of their respective officers or directors (in their capacities as such)
that, if adversely determined, individually or in the aggregate, would have a
Material Adverse Effect on Avant! or that arise out of or in any way relate to
this Agreement, the Merger or any of the transactions contemplated hereby. From
the date of this Agreement until the Effective Time, Avant! shall promptly
advise Meta of any such action, suit, proceeding, claim, arbitration or
investigation that is commenced, or, to the knowledge of Avant!, threatened
against Avant! or any of its subsidiaries. There is no judgment, decree or
order against Avant! or any of its subsidiaries or, to the knowledge of Avant!,
any of their respective directors or officers (in their capacities as such)
that could prevent, enjoin, alter or materially delay any of the transactions
contemplated by this Agreement or that would have a Material Adverse Effect on
Avant!.

3.10 Intellectual Property.

(a) Avant! and its subsidiaries own, or otherwise possess legally
enforceable rights to use all patents, trademarks, trade names, service
marks, copyrights, and any applications therefor, maskworks, net lists,
schematics, technology, know-how, trade secrets, inventory, ideas,
algorithms, processes, computer software programs or applications (in
source code and/or object code form), and tangible or intangible
proprietary information or material ("Avant! Intellectual Property") that
are used or proposed to be used in the business of Avant! and its
subsidiaries as currently conducted (including with respect to products
currently under

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development), except to the extent that the failure to have such rights has
not had and would not have a Material Adverse Effect on Avant!.

(b) Schedule 3.10 lists (i) all patents and patent applications and all
registered and unregistered trademarks, trade names and service marks,
registered copyrights, and maskworks that are included in the Avant!
Intellectual Property, including the jurisdictions in which each such
Avant! Intellectual Property right has been issued or registered or in
which any application for such issuance and registration has been filed,
(ii) all licenses, sublicenses and other agreements as to which Avant! is a
party and pursuant to which any person is authorized to use any Avant!
Intellectual Property other than end user licenses entered into with
customers of Avant! in the ordinary course of business, and (iii) all
licenses, sublicenses and other agreements as to which Avant! is a party
and pursuant to which Avant! is authorized to use any third party patents,
trademarks or copyrights, including software ("Avant! Third Party
Intellectual Property Rights") which are incorporated in, are, or form a
part of any Avant! product that is material to its business, other than end
user licenses of commercially available products of third parties entered
into in the ordinary course of business.

(c) To the knowledge of Avant!, there is no material unauthorized use,
disclosure, infringement or misappropriation of any Avant! Intellectual
Property rights of Avant! or any of its subsidiaries, any trade secret
material to Avant! or any of its subsidiaries, or any Avant! Intellectual
Property right of any third party to the extent licensed by or through
Avant! or any of its subsidiaries, by any third party, including any
employee or former employee of Avant! or any of its subsidiaries. Neither
Avant! nor any of its subsidiaries has entered into any agreement to
indemnify any other person against any charge of infringement of any Avant!
Intellectual Property, other than indemnification provisions contained in
end user licenses entered into with customers of Avant! arising in the
ordinary course of business.

(d) Neither Avant! nor any of its subsidiaries is, nor will they be as a
result of the execution and delivery of this Agreement or the performance
of their respective obligations under this Agreement, in breach of any
license, sublicense or other agreement relating to the Avant! Intellectual
Property or Avant! Third Party Intellectual Property Rights, which breach
would have a Material Adverse Effect on Avant!.

(e) To Avant!'s knowledge, all patents, registered trademarks, service
marks and copyrights held by Avant! or any of its subsidiaries are valid
and subsisting. Avant! (i) has not been sued in any suit, action or
proceeding which involves a claim of infringement of any patents,
trademarks, service marks, copyrights or violation of any trade secret or
other proprietary right of any third party; (ii) has no knowledge that the
manufacturing, marketing, licensing or sale of its products infringes any
patent, trademark, service mark, copyright, trade secret or other
proprietary right of any third party, which such infringement would have a
Material Adverse Effect on Avant!; and (iii) has not brought any action,
suit or proceeding for infringement of Avant! Intellectual Property or
breach of any license or agreement involving Avant! Intellectual Property
against any third party.

(f) Avant! has secured from all consultants and employees who contributed
to the creation or development of Avant! Intellectual Property valid
written assignments of the rights to such contributions that Avant! does
not already own by operation of law, the absence of which would have a
Material Adverse Effect on Avant!.

(g) Avant! has taken all commercially reasonable steps to protect and
preserve the confidentiality of all Avant! Intellectual Property not
otherwise protected by patents, patent applications or copyright ("Avant!
Confidential Information"). All use, disclosure or appropriation of Avant!
Confidential Information owned by Avant! by or to a third party has been
pursuant to the terms of a written agreement between Avant! and such third
party. All use, disclosure or appropriation of Avant! Confidential
Information not owned by Avant! has been pursuant to the terms of a written
agreement between Avant! and the owner of such Avant! Confidential
Information, or is otherwise lawful.

3.11 Environmental Matters. To the knowledge of Avant!, each of Avant! and
its subsidiaries is and at all times has been in compliance with all foreign,
Federal, state and local laws relating to emissions, discharges,

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releases or threatened releases of pollutants, contaminants, or hazardous or
toxic materials or waste, except to the extent noncompliance with such laws has
not had and would not have a Material Adverse Effect on Avant!.

3.12 Taxes. Avant! and each of its subsidiaries, and any consolidated,
combined or unitary group for Tax purposes of which Avant! or any of its
subsidiaries is or has been a member have timely filed all Tax Returns required
to be filed by them and have paid all Taxes shown thereon to be due. The Avant!
Financial Statements (i) fully accrue all actual and contingent liabilities for
Taxes with respect to all periods through June 30, 1996 and, to the knowledge
of Avant!, Avant! and each of its subsidiaries have not and will not incur any
Tax liability in excess of the amount reflected on the Avant! Financial
Statements with respect to such periods, and (ii) properly accrue in accordance
with generally accepted accounting principles all liabilities for Taxes payable
after June 30, 1996 with respect to all transactions and events occurring on or
prior to such date. No material Tax liability since June 30, 1996 has been
incurred by Avant! or its subsidiaries other than in the ordinary course of
business and adequate provision has been made in the Avant! Financial
Statements for all Taxes since that date in accordance with generally accepted
accounting principles on at least a quarterly basis. Avant! and each of its
subsidiaries have withheld and paid or will timely pay to the applicable
financial institution or Tax Authority all amounts required to be withheld. No
notice of deficiency or similar document of any Tax Authority has been received
by either Avant! or any of its subsidiaries, and there are no liabilities for
Taxes with respect to the issues that have been raised (and are currently
pending) by any Tax Authority that would, if determined adversely to Avant! and
its subsidiaries, materially and adversely affect the liability of Avant! and
its subsidiaries for Taxes. There is (i) no material claim for Taxes that is a
lien against the property of Avant! or any of its subsidiaries other than liens
for Taxes not yet due and payable, (ii) no notification received by Avant! of
any audit of any Tax Return of Avant! or any of its subsidiaries being
conducted pending or threatened by a Tax Authority, (iii) no extension or
waiver of the statute of limitations on the assessment of any Taxes granted by
Avant! or any of its subsidiaries and currently in effect. Neither Avant! nor
any of its subsidiaries is a party to any tax sharing or tax allocation
agreement nor does Avant! or any of its subsidiaries owe any amount under any
such agreement.

3.13 Employee Benefit Plans.

(a) Schedule 3.13 lists, with respect to Avant!, any subsidiary of Avant!
and any ERISA Affiliate, (i) all employee benefit plans (as defined in
Section 3(3) of ERISA), (ii) each loan to a non-officer employee in excess
of $10,000, loans to officers and directors and any stock option, stock
purchase, phantom stock, stock appreciation right, supplemental retirement,
severance, sabbatical, medical, dental, vision care, disability, employee
relocation, cafeteria benefit (Code section 125) or dependent care (Code
Section 129), life insurance or accident insurance plans, programs or
arrangements, (iii) all bonus, pension, profit sharing, savings, deferred
compensation or incentive plans, programs or arrangements, (iv) other
fringe or employee benefit plans, programs or arrangements that apply to
senior management of Avant! and that do not generally apply to all
employees, and (v) any current or former employment or executive
compensation or severance agreements, written or otherwise, as to which
unsatisfied obligations of Avant! of greater than $10,000 remain for the
benefit of, or relating to, any present or former employee, consultant or
director of Avant! (together, the "Avant! Employee Plans").

(b) Avant! has furnished to Meta a copy of each of the Avant! Employee
Plans and related plan documents (including trust documents, insurance
policies or contracts, employee booklets, summary plan descriptions and
other authorizing documents, and, to the extent still in its possession,
any material employee communications relating thereto) and has, with
respect to each Avant! Employee Plan which is subject to ERISA reporting
requirements, provided copies of the Form 5500 reports filed for the last
three plan years. Any Avant! Employee Plan intended to be qualified under
Section 401(a) of the Code has either obtained from the Internal Revenue
Service a favorable determination letter as to its qualified status under
the Code, including all amendments to the Code effected by the Tax Reform
Act of 1986 and subsequent legislation, or has applied to the Internal
Revenue Service for such a determination letter prior to the expiration of
the requisite period under applicable Treasury Regulations or Internal
Revenue Service pronouncements in which to apply for such determination
letter and to make any amendments necessary to

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obtain a favorable determination, or has been established under a
standardized prototype plan for which an Internal Revenue Service opinion
letter has been obtained by the plan sponsor and is valid as to the
adopting employer. Avant! has also furnished Avant! with the most recent
Internal Revenue Service determination or opinion letter issued with
respect to each such Avant! Employee Plan, and nothing has occurred since
the issuance of each such letter which could reasonably be expected to
cause the loss of the tax-qualified status of any Avant! Employee Plan
subject to Code Section 401(a).

(c) (i) None of the Avant! Employee Plans promises or provides retiree
medical or other retiree welfare benefits to any person; (ii) there has
been no "prohibited transaction," as such term is defined in Section 406 of
ERISA and Section 4975 of the Code, with respect to any Avant! Employee
Plan, which could reasonably be expected to have, in the aggregate, a
Material Adverse Effect on Avant!; (iii) each Avant! Employee Plan has been
administered in accordance with its terms and in compliance with the
requirements prescribed by any and all statutes, rules and regulations
(including ERISA and the Code), except as would not have, in the aggregate,
a Material Adverse Effect on Avant!, and Avant! and each subsidiary or
ERISA Affiliate have performed all material obligations required to be
performed by them under, are not in any material respect in default under
or violation of, and have no knowledge of any material default or violation
by any other party to, any of the Avant! Employee Plans; (iv) neither
Avant! nor any subsidiary or ERISA Affiliate is subject to any liability or
penalty under Sections 4976 through 4980 of the Code or Title I of ERISA
with respect to any of the Avant! Employee Plans; (v) all material
contributions required to be made by Avant! or any subsidiary or ERISA
Affiliate to any Avant! Employee Plan have been made on or before their due
dates and a reasonable amount has been accrued for contributions to each
Avant! Employee Plan for the current plan years; (vi) with respect to each
Avant! Employee Plan, no "reportable event" within the meaning of Section
4043 of ERISA (excluding any such event for which the thirty (30) day
notice requirement has been waived under the regulations to Section 4043 of
ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has
occurred; and (vii) no Avant! Employee Plan is covered by, and neither
Avant! nor any subsidiary or ERISA Affiliate has incurred or expects to
incur any liability under Title IV of ERISA or Section 412 of the Code.
With respect to each Avant! Employee Plan subject to ERISA as either an
employee pension plan within the meaning of Section 3(2) of ERISA or an
employee welfare benefit plan within the meaning of Section 3(1) of ERISA,
Avant! has prepared in good faith and timely filed all requisite
governmental reports (which were true and correct as of the date filed) and
has properly and timely filed and distributed or posted all notices and
reports to employees required to be filed, distributed or posted with
respect to each such Avant! Employee Plan. No suit, administrative
proceeding, action or other litigation has been brought, or to the
knowledge of Avant! is threatened, against or with respect to any such
Avant! Employee Plan, including any audit or inquiry by the IRS or United
States Department of Labor. Neither Avant! nor any Avant! subsidiary or
other ERISA Affiliate is a party to, or has made any contribution to or
otherwise incurred any obligation under, any "multiemployer plan" as
defined in Section 3(37) of ERISA.

(d) With respect to each Avant! Employee Plan, Avant! and each of its
United States subsidiaries have complied with (i) the applicable health
care continuation and notice provisions of COBRA and the proposed
regulations thereunder, and (ii) the applicable requirements of the Family
Leave Act of 1993 and the regulations thereunder, except to the extent that
such failure to comply would not, in the aggregate, have a Material Adverse
Effect on Avant!.

(e) The consummation of the transactions contemplated by this Agreement
will not (i) entitle any current or former employee or other service
provider of Avant!, any Avant! subsidiary or any other ERISA Affiliate to
severance benefits or any other payment (including, without limitation,
unemployment compensation, golden parachute or bonus), except as expressly
provided in this Agreement, or (ii) accelerate the time of payment or
vesting of any such benefits, or increase the amount of compensation due
any such employee or service provider.

(f) There has been no amendment to, written interpretation or
announcement (whether or not written) by Avant!, any Avant! subsidiary or
other ERISA Affiliate relating to, or change in participation or coverage

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under, any Avant! Employee Plan which would materially increase the expense
of maintaining such Plan above the level of expense incurred with respect
to that Plan for the most recent fiscal year included in Avant!'s financial
statements.

3.14 Certain Agreements Affected by the Merger. Neither the execution and
delivery of this Agreement nor the consummation of the transaction contemplated
hereby will (i) result in any material payment (including, without limitation,
severance, unemployment compensation, golden parachute, bonus or otherwise)
becoming due to any director or employee of Avant! or any of its subsidiaries,
(ii) materially increase any benefits otherwise payable by Avant! or (iii)
result in the acceleration of the time of payment or vesting of any such
benefits.

3.15 Brokers' and Finders' Fees. Avant! has not incurred, nor will it incur,
directly or indirectly, any liability for brokerage or finders' fees or agents'
commissions or investment bankers' fees or any similar charges in connection
with this Agreement or any transaction contemplated hereby, other than fees and
expenses payable to Avant!'s financial advisor.

3.16 Registration Statement; Proxy Statement/Prospectus. The written
information supplied by Avant! and Merger Sub expressly for the purpose of
inclusion in the Registration Statement shall not, at the time the Registration
Statement (including any amendments or supplements thereto) is declared
effective by the SEC, contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The
written information supplied by Avant! expressly for the purpose of inclusion
in the Proxy Statement shall not, on the date the Proxy Statement is first
mailed to Avant!'s stockholders, at the time of the Avant! Stockholders Meeting
and at the Effective Time, contain any statement which, at such time, is false
or misleading with respect to any material fact, or omit to state any material
fact necessary in order to make the statements therein not misleading; or omit
to state any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of proxies for the Avant!
Stockholders Meeting which has become false or misleading. If at any time prior
to the Effective Time any event or information should be discovered by Avant!
or Merger Sub which should be set forth in an amendment to the Registration
Statement or a supplement to the Proxy Statement, Avant! or Merger Sub will
promptly inform Meta. Notwithstanding the foregoing, Avant! and Merger Sub make
no representation, warranty or covenant with respect to any information
supplied by Meta which is contained in any of the foregoing documents.

3.17 Representations Complete. None of the representations or warranties made
by Avant! or Merger Sub herein or in any Schedule or Exhibit hereto, including
the Avant! Disclosure Schedule, or certificate furnished by Avant! or Merger
Sub pursuant to this Agreement, or the Avant! SEC Documents or any written
statement furnished to Meta by Avant! pursuant hereto or in connection with the
transactions contemplated hereby, when all such documents are read together in
their entirety, contains or will contain at the Effective Time any untrue
statement of a material fact, or omits or will omit at the Effective Time to
state any material fact necessary in order to make the statements contained
herein or therein, in the light of the circumstances under which made, not
misleading.

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ARTICLE IV

CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business of Avant! and Meta. During the period from the date
of this Agreement and continuing until the earlier of the termination of this
Agreement or the Effective Time, each of Avant! and Meta agrees (except to the
extent expressly contemplated by this Agreement or the Disclosure Schedules or
as consented to in writing by the other) to carry on its and its subsidiaries'
business in the usual, regular and ordinary course in substantially the same
manner as heretofore conducted; to pay and to cause its subsidiaries to pay
debts and taxes when due subject (i) to good faith disputes over such debts or
taxes and (ii) in the case of taxes of Meta or any of its subsidiaries, to
Avant!'s review of material Tax Returns prior to filing, if applicable; to pay
or perform other obligations when due; to use all reasonable efforts consistent
with past practice and policies to preserve intact its and its subsidiaries'
present business organizations; to use commercially reasonable efforts
consistent with past practice to keep available the services of its and its
subsidiaries' present officers and key employees (provided, however, that the
failure to retain the services of its or its subsidiaries' present officers and
key employees (after taking such reasonable efforts) shall not constitute a
breach of this Section 4.1); and to use commercially reasonable efforts
consistent with past practice to preserve its and its subsidiaries'
relationships with customers, suppliers, distributors, licensors, licensees,
and others having business dealings with it or its subsidiaries, to the end
that its and its subsidiaries' goodwill and ongoing businesses shall be
unimpaired at the Effective Time. Each of Avant! and Meta agrees to promptly
notify the other of any event or occurrence not in the ordinary course of its
or its subsidiaries' business, and of any event which could have a Material
Adverse Effect. Without limiting the foregoing, except as expressly
contemplated by this Agreement, neither Avant! nor Meta shall do, cause or
permit any of the following, or allow, cause or permit any of its subsidiaries
to do, cause or permit any of the following, without the prior written consent
of the other:

(a) Stock Option Plans, Etc. Accelerate, amend or change the period of
exercisability or vesting of options or other rights granted under its
stock option agreements or stock plans or authorize cash payments in
exchange for any options or other rights granted under any of such
agreements or plans, except as may be required by the terms of such
agreements or plans or any related agreements then in effect and except as
disclosed in the Disclosure Schedules; or issue or grant shares of its
Common Stock or options to acquire its Common Stock in a manner materially
inconsistent with historical practices;

(b) Pooling. To the knowledge of Avant! or Meta, take any action, which
would interfere with Avant!'s ability to account for the Merger as a
pooling of interests;

(c) Other. Take, or agree in writing or otherwise to take, any of the
actions described in Sections 4.1(a) or (b) above, or any action which
would make any of its representations or warranties contained in this
Agreement untrue or incorrect in any material respect or prevent it from
performing or cause it not to perform its covenants hereunder in any
material respect.

4.2 Conduct of Business of Meta. During the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement
or the Effective Time, except as expressly contemplated by this Agreement or
the Meta Disclosure Schedule, Meta shall not do, cause or permit any of the
following, or allow, cause or permit any of its subsidiaries to do, cause or
permit any of the following, without the prior written consent of Avant!, which
shall not be unreasonably withheld or delayed:

(a) Material Contracts. Enter into any material contract or commitment,
or violate, amend or otherwise modify or waive any of the material terms of
any of its material contracts, other than in the ordinary course of
business consistent with past practice;

(b) Intellectual Property. Transfer to any person or entity any rights to
its Intellectual Property other than in the ordinary course of business
consistent with past practice;

(c) Exclusive Rights. Enter into or amend any agreements pursuant to
which any other party is granted exclusive marketing or other exclusive
rights of any type or scope with respect to any of its products or
technology;

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(d) Indebtedness. Incur any indebtedness for borrowed money or guarantee
any such indebtedness or issue or sell any debt securities or guarantee any
debt securities of others, other than in the ordinary course of business
and consistent with past practice, which in the aggregate do not exceed
$50,000;

(e) Leases. Enter into any operating lease in excess of an aggregate of
$150,000;

(f) Payment of Obligations. Pay, discharge or satisfy in an amount in
excess of $50,000 in any one case or $250,000 in the aggregate, any claim,
liability or obligation (absolute, accrued, asserted or unasserted,
contingent or otherwise) arising other than in the ordinary course of
business, other than the payment, discharge or satisfaction of liabilities
reflected or reserved against in the Meta Financial Statements;

(g) Capital Expenditures. Make any capital expenditures, capital
additions or capital improvements except in the ordinary course of business
and consistent with past practice;

(h) Insurance. Materially reduce the amount of any material insurance
coverage provided by existing insurance policies;

(i) Employee Benefit Plans; New Hires; Pay Increases. Adopt or amend any
employee benefit or stock purchase or option plan, or hire any new director
level or officer level employee without prior consultation with Avant!, pay
any special bonus or special remuneration to any employee or director, or
increase the salaries or wage rates of its employees, except in the
ordinary course of business and consistent with past practices or as
previously disclosed to Avant!;

(j) Severance Arrangements. Grant any severance or termination pay (i) to
any director or officer or (ii) to any other employee except (A) payments
made pursuant to standard written agreements outstanding on the date hereof
or (B) grants which are made in the ordinary course of business in
accordance with its standard past practice;

(k) Charter Documents. Cause or permit any amendments to its Articles of
Incorporation or Bylaws or other similar organizational document;

(l) Issuance of Securities. Issue, deliver or sell or authorize or
propose the issuance, delivery or sale of, or purchase or propose the
purchase of, any shares of its capital stock or securities convertible
into, or subscriptions (including subscription rights under the Meta ESPP),
rights, warrants or options to acquire, or other agreements or commitments
of any character obligating it to issue any such shares or other
convertible securities, other than the issuance of shares of its Common
Stock pursuant to the exercise of stock options, warrants or other rights
therefor outstanding as of the date of this Agreement; provided, however,
that Meta may, in the ordinary course of business consistent with past
practice, grant options for the purchase of common stock under the Meta
Stock Option Plans.

(m) Dividends; Changes in Capital Stock. Declare or pay any dividends on
or make any other distributions (whether in cash, stock or property) in
respect of any of its capital stock, or split, combine or reclassify any of
its capital stock or issue or authorize the issuance of any other
securities in respect of, in lieu of or in substitution for shares of its
capital stock, or repurchase or otherwise acquire, directly or indirectly,
any shares of its capital stock except from former employees, directors and
consultants in accordance with agreements providing for the repurchase of
shares in connection with any termination of service to it or its
subsidiaries;

(n) Dispositions. Sell, lease, license or otherwise dispose of or
encumber any of its properties or assets which are material, individually
or in the aggregate, to its and its parent's/subsidiaries' business, taken
as a whole, except in the ordinary course of business consistent with past
practice;

(o) Lawsuits. Commence a lawsuit other than (i) for the routine
collection of bills, (ii) in such cases where it in good faith determines
that failure to commence suit would result in the material impairment of a
valuable aspect of its business, provided that it consults with the other
party prior to the filing of such a suit, or (iii) for a breach of this
Agreement;

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(p) Acquisitions. Acquire or agree to acquire by merging or consolidating
with, or by purchasing a substantial portion of the assets of, or by any
other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or
agree to acquire any assets which are material, individually or in the
aggregate, to its and its parent's/subsidiaries' business, taken as a
whole;

(q) Taxes. Other than in the ordinary course of business, make or change
any material election in respect of Taxes, except where such change or
election would not have a Material Adverse Effect on such party and its
subsidiaries, taken as a whole, adopt or change any accounting method in
respect of Taxes, file any material Tax Return or any amendment to a
material Tax Return, enter into any closing agreement, settle any claim or
assessment in respect of Taxes, or consent to any extension or waiver of
the limitation period applicable to any claim or assessment in respect of
Taxes;

(r) Revaluation. Revalue in any material respect any of its assets,
including without limitation writing down the value of inventory or writing
off notes or accounts receivable other than in the ordinary course of
business; or

(s) Other. Take or agree in writing or otherwise to take, any of the
actions described in Sections 4.2(a) through (r) above, or any action which
would make any of its representations or warranties contained in this
Agreement untrue or incorrect or prevent it from performing or cause it not
to perform its covenants hereunder.

4.3 Notices. Meta, with the assistance and advice of Avant!, shall give all
notices and other information required to be given to the employees of Meta,
any collective bargaining unit representing any group of employees of Meta, and
any applicable government authority under the WARN Act, the National Labor
Relations Act, the Code, COBRA, and other applicable law in connection with the
transactions provided for in this Agreement.

4.4 Other Offers. Meta and its subsidiaries and the officers, directors,
employees or other agents of Meta and its subsidiaries will not, directly or
indirectly, (i) take any action to solicit, initiate or encourage any Takeover
Proposal (defined below) or (ii) engage in negotiations with, or disclose any
nonpublic information relating to Meta or any of it subsidiaries to, or afford
access to the properties, books or records of Meta or any of its subsidiaries
to, any person that has advised Meta that it may be considering making, or that
has made, a Takeover Proposal; provided, however, that nothing herein shall
prohibit Meta's Board of Directors from taking and disclosing to Meta's
shareholders a position with respect to a tender offer pursuant to Rules 14d-9
and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately
preceding sentence, if (i) an unsolicited Takeover Proposal shall be received
by the Board of Directors of Meta, then, to the extent the Board of Directors
of Meta believes in good faith (after consultation with its financial advisor)
that such Takeover Proposal would, if consummated, result in a transaction more
favorable to Meta's shareholders from a financial point of view than the
transaction contemplated by this Agreement (any such more favorable Takeover
Proposal being referred to in this Agreement as a "Superior Proposal") and (ii)
the Board of Directors of Meta determines in good faith after consultation with
outside legal counsel that it is so necessary for the Board of Directors of
Meta to comply with its fiduciary duties to shareholders under applicable law,
Meta and its officers, directors, employees, investment bankers, financial
advisors, attorneys, accountants and other representatives retained by it may
engage in discussions or negotiations with a third party who has initiated such
Superior Proposal and make disclosures to the Meta shareholders to the extent
such actions are consistent with the fiduciary obligations of Meta's Board of
Directors, and such actions shall not be considered a breach of this Section
4.4 or any other provisions of this Agreement. Meta will promptly notify Avant!
after receipt of any Takeover Proposal or any notice that any person is
considering making a Takeover Proposal or any request for nonpublic information
relating to Meta or any of its subsidiaries or for access to the properties,
books or records of Meta or any of its subsidiaries by any person that has
advised Meta that it may be considering making, or that has made, a Takeover
Proposal and will keep Avant! fully informed of the status and details of any
such Takeover Proposal notice or request. For purposes of this Agreement,
"Takeover Proposal" means any offer or proposal for, or any indication of
interest in, a merger or other business combination involving Meta or any of
its subsidiaries or the acquisition of any

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significant equity interest in, or a significant portion of the assets of, Meta
or any of its subsidiaries, other than the transactions contemplated by this
Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Proxy Statement/Prospectus; Registration Statement. As promptly as
practicable after the execution of this Agreement, Meta and Avant! shall
prepare and file with the SEC preliminary proxy materials relating to the
approval of the Merger and the transactions contemplated hereby by the
stockholders of Meta and Avant! and, as promptly as practicable following
receipt of SEC comments thereon, Avant! shall file with the SEC a Registration
Statement on Form S-4 (or such other or successor form as shall be
appropriate), which complies in form with applicable SEC requirements and shall
use all reasonable efforts to cause the Registration Statement to become
effective as soon thereafter as practicable; provided, however, that Avant!
shall have no obligation to agree to account for the Merger as a "purchase" in
order to cause the Registration Statement to become effective. Subject to the
provisions of Section 4.4, the Proxy Statement shall include the recommendation
of the Board of Directors of Meta in favor of the Merger; provided that such
recommendation may not be included or may be withdrawn if previously included
if Meta's Board of Directors believes in good faith that a Superior Proposal
has been made and, upon advice of its outside legal counsel, shall determine
that to include such recommendation or not withdraw such recommendation if
previously included would constitute a breach of the Board of Directors'
fiduciary duty under applicable law. The Proxy Statement shall include the
recommendation of the Board of Directors of Avant! in favor of the issuance of
the shares of Avant! Common Stock in connection with the Merger.

5.2 Meeting of Shareholders.

(a) Meta shall promptly after the date hereof take all action necessary
in accordance with California Law and its Articles of Incorporation and
Bylaws to convene the Meta Shareholders Meeting on or prior to November 30,
1996 or as soon thereafter as is practicable and in any event on the date
within 40 days of the date on which the Registration Statement shall be
declared effective by the SEC, unless otherwise mutually agreed by the
parties hereto. Meta shall consult with Avant! and use all reasonable
efforts to hold the Meta Shareholders Meeting and shall not postpone or
adjourn (other than for the absence of a quorum) the Meta Shareholders
Meeting without the consent of Avant!. Meta shall use its best efforts to
solicit from shareholders of Meta proxies in favor of the Merger and shall
take all other action necessary or advisable to secure the vote or consent
of shareholders required to effect the Merger.

(b) Avant! shall promptly after the date hereof take all action necessary
in accordance with Delaware Law and its Certificate of Incorporation and
Bylaws to convene the Avant! Stockholders Meeting on or prior to November
30, 1996 or as soon thereafter as is practicable and in any event on the
date within 40 days of the date on which the Registration Statement shall
be declared effective by the SEC, unless otherwise mutually agreed by the
parties hereto. Avant! shall consult with Meta and use all reasonable
efforts to hold the Avant! Stockholders Meeting on the same day as the Meta
Shareholders Meeting and shall not postpone or adjourn (other than for the
absence of a quorum) the Avant! Stockholders meeting without the consent of
Meta. Avant! shall use its best efforts to solicit from stockholders of
Avant! proxies in favor of the Merger and shall take all other action
necessary or advisable to secure the vote or consent of stockholders to
effect the Merger.

5.3 Access to Information.

(a) Meta shall afford Avant! and its accountants, counsel and other
representatives, reasonable access during normal business hours during the
period prior to the Effective Time to (i) all of Meta's and its
subsidiaries' properties, books, contracts, commitments and records, and
(ii) all other information concerning the business, properties and
personnel of Meta and its subsidiaries as Avant! may reasonably request.
Meta agrees to provide to Avant! and its accountants, counsel and other
representatives copies of

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internal financial statements promptly upon request. Avant! shall afford
Meta and its accountants, counsel and other representatives, reasonable
access during normal business hours during the period prior to the
Effective Time to (i) all of Avant!'s and its subsidiaries' properties,
books, contracts, commitments and records, and (ii) all other information
concerning the business, properties and personnel of Avant! and its
subsidiaries as Meta may reasonably request. Avant! agrees to provide to
Meta and its accountants, counsel and other representatives copies of
internal financial statements promptly upon request.

(b) Subject to compliance with applicable law governing the exchange of
information, from the date hereof until the Effective Time, each of Avant!
and Meta shall confer on a regular and frequent basis with one or more
representatives of the other party to report material operational matters
and the general status of ongoing operations.

(c) No information or knowledge obtained in any investigation pursuant to
this Section 5.3 shall affect or be deemed to modify any representation or
warranty contained herein or the conditions to the obligations of the
parties to consummate the Merger.

5.4 Confidentiality. The parties acknowledge that Avant! and Meta have
previously executed a non-disclosure agreement dated August 20, 1996 (the
"Confidentiality Agreement"), which Confidentiality Agreement shall continue in
full force and effect in accordance with its terms.

5.5 Public Disclosure. Unless otherwise permitted by this Agreement, Avant!
and Meta shall consult with each other before issuing any press release or
otherwise making any public statement or making any other public (or non-
confidential) disclosure (whether or not in response to an inquiry) regarding
the terms of this Agreement and the transactions contemplated hereby, and
neither shall issue any such press release or make any such statement or
disclosure without the prior approval of the other (which approval shall not be
unreasonably withheld), except as may be required by law or by obligations
pursuant to any listing agreement with any national securities exchange or with
the NASD.

5.6 Consents; Cooperation.

(a) Each of Avant! and Meta shall promptly apply for or otherwise seek,
and use its best efforts to obtain, all consents and approvals required to
be obtained by it for the consummation of the Merger, and shall use its
best efforts to obtain all necessary consents, waivers and approvals under
any of its material contracts in connection with the Merger for the
assignment thereof or otherwise. Subject to compliance with applicable law
governing the exchange of information, the parties hereto will consult and
cooperate with one another, and consider in good faith the views of one
another, in connection with any analyses, appearances, presentations,
memoranda, briefs, arguments, opinions and proposals made or submitted by
or on behalf of any party hereto in connection with proceedings under or
relating to any federal or state antitrust or fair trade law.

(b) Each of Avant! and Meta shall use all reasonable efforts to resolve
such objections, if any, as may be asserted by any Governmental Entity with
respect to the transactions contemplated by this Agreement under the
Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade
Commission Act, as amended, and any other Federal, state or foreign
statutes, rules, regulations, orders or decrees that are designed to
prohibit, restrict or regulate actions having the purpose or effect of
monopolization or restraint of trade (collectively, "Antitrust Laws"). In
connection therewith, if any administrative or judicial action or
proceeding is instituted (or threatened to be instituted) challenging any
transaction contemplated by this Agreement as violative of any Antitrust
Law, each of Avant! and Meta shall cooperate and use all reasonable efforts
vigorously to contest and resist any such action or proceeding and to have
vacated, lifted, reversed, or overturned any decree, judgment, injunction
or other order, whether temporary, preliminary or permanent (each an
"Order"), that is in effect and that prohibits, prevents, or restricts
consummation of the Merger or any such other transactions, unless by mutual
agreement Avant! and Meta decide that litigation is not in their respective
best interests. Notwithstanding the provisions of the immediately preceding
sentence, it is expressly understood and agreed that Avant! shall have no
obligation to litigate or contest any administrative or judicial action or
proceeding or any Order beyond January 31, 1997.

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(c) Notwithstanding anything to the contrary in subsection (a) or (b)
above, (i) neither Avant! nor any of it subsidiaries shall be required to
divest any of their respective businesses, product lines or assets, or to
take or agree to take any other action or agree to any limitation that
would have a Material Adverse Effect on Avant! or of Avant! combined with
the Surviving Corporation after the Effective Time or (ii) neither Meta nor
its subsidiaries shall be required to divest any of their respective
businesses, product lines or assets, or to take or agree to take any other
action or agree to any limitation that would have a Material Adverse Effect
on Meta.

5.7 Pooling Accounting. Avant! and Meta shall each use its best efforts to
cause the business combination to be effected by the Merger to be accounted
for as a pooling of interests and to take such action as may be reasonably
necessary to permit such treatment. Each of Avant! and Meta shall use its best
efforts to cause its "Affiliates" (as defined in Section 5.8) not to take any
action that would adversely affect the ability of Avant! to account for the
business combination to be effected by the Merger as a pooling of interest.

5.8 Affiliate Agreements.

(a) Schedule 5.8 sets forth those persons who may be deemed "Affiliates"
of Meta within the meaning of paragraphs (c) and (d) of Rule 145
promulgated under the Securities Act ("Rule 145"). Meta shall provide
Avant! such information and documents as Avant! shall reasonably request
for purposes of reviewing such list. Meta shall use its best efforts to
deliver or cause to be delivered to Avant!, as soon as practicable
following the execution of this Agreement (and in each case prior to the
Effective Time) from each of the Affiliates of Meta, an executed Affiliate
Agreement in substantially the form attached hereto as Exhibit A. Avant!
and Merger Sub shall be entitled to place appropriate legends on the
certificates evidencing any Avant! Common Stock to be received by such
Affiliates of Meta pursuant to the terms of this Agreement, and to issue
appropriate stop transfer instructions to the transfer agent for Avant!
Common Stock, consistent with the terms of such Affiliates Agreements.

(b) Avant! shall, at least 30 days prior to the Effective Date, cause to
be delivered to each person Avant! believes to be an "Affiliate" of Avant!
a notice informing such persons of the restrictions on the transfer of
Avant! Common Stock resulting from the Merger being accounted for as a
pooling of interests in accordance with generally accepted accounting
principles and all published rules, regulations and policies of the SEC and
shall take reasonable steps to prevent the disposition of the shares of
Avant! Common Stock owned by Avant! Affiliates in violation of such
restrictions.

(c) Avant! shall use all reasonable efforts to publish no later than 90
days after the end of the first month following the Effective Date in which
there are at least 30 days of post-Merger combined operations (other than
the month in which the Effective Date occurs), combined sales and net
income figures contemplated by and in accordance with the terms of SEC
Accounting Series Release No. 135.

5.9 Legal Requirements. Each of Avant!, Merger Sub and Meta will, and will
cause their respective subsidiaries to, take all reasonable actions necessary
to comply promptly with all legal requirements which may be imposed on them
with respect to the consummation of the transactions contemplated by this
Agreement and will promptly cooperate with and furnish information to any
party hereto necessary in connection with any such requirements imposed upon
such other party in connection with the consummation of the transactions
contemplated by this Agreement and will take all reasonable actions necessary
to obtain (and will cooperate with the other parties hereto in obtaining) any
consent, approval, order or authorization of, or any registration, declaration
or filing with, any Governmental Entity or other person, required to be
obtained or made in connection with the taking of any action contemplated by
this Agreement.

5.10 Blue Sky Laws. Avant! shall take such steps as may be necessary to
comply with the securities and blue sky laws of all jurisdictions which are
applicable to the issuance of the Avant! Common Stock in connection with the
Merger. Meta shall use commercially reasonable efforts to assist Avant! as may
be necessary to comply with the securities and blue sky laws of all
jurisdictions which are applicable in connection with the issuance of Avant!
Common Stock in connection with the Merger.

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5.11 Employee Benefit Plans.

(a) At the Effective Time, the Meta Stock Plans and each outstanding
option to purchase shares of Meta Common Stock under the Meta Stock Plans,
whether vested or unvested, will be assumed by Avant!. Schedule 5.11(a)
hereto sets forth a true and complete list as of the date hereof of all
holders of outstanding options under the Meta Stock Plans, including the
number of shares of Meta capital stock subject to each such option, the
exercise or vesting schedule, the exercise price per share and the term of
each such option. On the Closing Date, Meta shall deliver to Avant! an
updated Schedule 5.11(a) hereto current as of such date. Each such option
so assumed by Avant! under this Agreement shall continue to have, and be
subject to, the same terms and conditions set forth in each of the Meta
Stock Plans immediately prior to the Effective Time, except that (i) such
option will be exercisable for that number of whole shares of Avant! Common
Stock equal to the product of the number of shares of Meta Common Stock
that were issuable upon exercise of such option immediately prior to the
Effective Time multiplied by the Exchange Ratio and rounded down to the
nearest whole number of shares of Avant! Common Stock, and (ii) the per
share exercise price for the shares of Avant! Common Stock issuable upon
exercise of such assumed option will be equal to the quotient determined by
dividing the exercise price per share of Meta Common Stock at which such
option was exercisable immediately prior to the Effective Time by the
Exchange Ratio, rounded up to the nearest whole cent. Consistent with the
terms of the Meta Stock Plans and the documents governing the outstanding
options under those plans and except as set forth in the Meta Disclosure
Schedule, the Merger will not terminate or otherwise result in the cash-out
of any of the outstanding options under such plans or accelerate the
exercisability or vesting of such options or the shares of Avant! Common
Stock which will be subject to those options solely as a result of the
consummation of the Merger and Avant!'s assumption of the options in
connection therewith. Avant! shall take all necessary steps to ensure that
the options so assumed by Avant! qualify following the Effective Time as
incentive stock options as defined in Section 422 of the Code to the extent
such options qualified as incentive stock options prior to the Effective
Time. Within 10 business days after the Effective Time, Avant! will issue
to each person who, immediately prior to the Effective Time was a holder of
an outstanding option under any of the Meta Stock Plans, a document in form
and substance reasonably satisfactory to Meta evidencing the foregoing
assumption of such option by Avant!. Avant! will take all corporate and
other action necessary to reserve a sufficient number of shares of Avant!
Common Stock for issuance upon the exercise of the options assumed by
Avant! pursuant to this subsection (a) and upon the exercise of Meta
Purchase Rights pursuant to subsection (b) below.

(b) The Meta ESPP and each outstanding subscription to purchase shares of
Meta Common Stock thereunder (a "Meta Purchase Right") shall be assumed by
Avant! at the Effective Time of the Merger. Schedule 5.11(b) hereto sets
forth a true and complete list as of the date hereof of all holders of
outstanding Meta Purchase Rights, including the remaining number of shares
of Meta Common Stock purchasable under each such right, the outstanding
balance in each Meta ESPP participant's subscription account thereunder,
the fair market value per share of Meta Common Stock on the date the Meta
Purchase Right was granted, and the expiration date of such right. On the
Closing Date, Meta shall deliver to Avant! an updated Schedule 5.11(b)
hereto current as of such date. The Meta Purchase Rights so assumed by
Avant! shall continue to be exercisable upon the same terms and conditions
applicable to those rights immediately prior to the Effective Time in
accordance with the terms of the Meta ESPP, except that each such assumed
Meta Purchase Right will be exercisable for that number of whole shares of
Avant! Common Stock equal to the product of the number of shares of Meta
Common Stock purchasable under the Meta Purchase Right immediately prior to
the Effective Time multiplied by the Exchange Ratio and rounded down to the
nearest whole number of shares of Avant! Common Stock, and the purchase
price payable per share of Avant! Common Stock under the assumed right will
be equal to eighty-five percent (85%) of the lower of (i) the fair market
value per share of the Meta Common Stock on the date the Meta Purchase
Right was granted, divided by the Exchange Ratio and rounded up to the
nearest whole cent, or (ii) the fair market value per share of Avant!
Common Stock on the date such right is exercised. Within 10 business days
after the Effective Time, Avant! will issue to each person who, immediately
prior to the Effective Time was a holder of an outstanding Meta Purchase
Right, a document in form and substance reasonably satisfactory to Meta
evidencing the foregoing assumption of such Meta Purchase Right by Avant!.

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(c) From and after the assumption by Avant! of the Meta 1995 Equity
Incentive Plan, the Meta 1995 Directors' Stock Option Plan, the Meta 1992
Stock Option/Appreciation Plan and the Meta ESPP, and the outstanding
options and subscriptions thereunder, and, with regard to each such plan,
until such time as none of the participants thereunder are subject to
Section 16(b) of the Exchange Act, Avant! shall take all steps necessary to
ensure that any transaction under the Meta 1995 Equity Incentive Plan, the
Meta 1995 Directors' Stock Option Plan, the Meta 1992 Stock
Option/Appreciation Plan or the Meta ESPP by any such participant shall
comply with Rule 16b-3 under the Exchange Act (to the extent such plans
shall have complied with Rule 16b-3 prior to the Effective Time).

(d) Following the Effective Time, Avant! shall provide or cause to be
provided health, life, disability and severance pay benefits and
participation in bonus, savings, incentive and retirement plans of Avant!
to the employees of Meta and its subsidiaries which, in the aggregate, are
no less favorable to the employees of Meta than those provided to them by
Meta at the time of the Closing. Avant! shall grant to such employees after
the Effective Time credit for all service with Meta and its subsidiaries
prior to the Effective Time as if such service was with Avant! and its
subsidiaries with respect to all benefit arrangements maintained by Avant!
and its subsidiaries. Avant! shall continue to honor the terms of all
agreements (including, but not limited to, employment and consulting and
severance agreements) between Meta and any of its subsidiaries and any
employee or employees which relate to employment or compensation or
benefits; provided, however, that nothing contained herein shall be
construed to require the continued employment of any specific employee.
Avant! shall waive any pre-existing condition exclusion and actively-at-
work requirements under any medical or dental benefit plan; provided,
however, that no such waiver shall apply to any employee of Meta who was,
on the Effective Date, excluded from participation in such plan by virtue
of any such pre-existing condition. Avant! shall provide that any covered
expenses incurred on or before the Effective Date by an employee of Meta or
such employee's covered dependent shall be taken into account for purposes
of satisfying applicable deductible, co-insurance and maximum out-of-pocket
provisions after the Effective Date to the same extent and for the same
period such expenses are taken into account for employees of Avant!.

(e) Avant! and Meta agree to appoint representatives who, in the period
following the execution of this Agreement, will meet and in good faith
negotiate to reach agreement prior to the Effective Date with respect to
the manner in which the Meta employee benefit plans will be integrated with
the Avant! employee benefit plans.

5.12 Letter of Avant!'s and Meta's Accountants.

(a) Avant! shall use all reasonable efforts to cause to be delivered to
Meta a letter of KPMG Peat Marwick LLP, ("KPMG") Avant!'s independent
auditors, dated a date within two business days before the date on which
the Registration Statement shall become effective and addressed to Meta, in
form reasonably satisfactory to Meta and customary in scope and substance
for letters delivered by independent public accountants in connection with
registration statements similar to the Registration Statement.

(b) Meta shall use all reasonable efforts to cause to be delivered to
Avant! a letter of KPMG, Meta's independent auditors, dated a date within
two business days before the date on which the Registration Statement shall
become effective and addressed to Avant!, in form reasonably satisfactory
to Avant! and customary in scope and substance for letters delivered by
independent public accountants in connection with registration statements
similar to the Registration Statement.

5.13 Form S-8. Avant! agrees to file, no later than ten days after the
Closing, a registration statement on Form S-8 covering the shares of Avant!
Common Stock issuable pursuant to (i) outstanding options under the Meta 1995
Equity Incentive Plan, the Meta 1995 Directors' Stock Option Plan and the Meta
1992 Stock Option/Appreciation Plan assumed by Avant! and (ii) outstanding Meta
Purchase Rights under the Meta ESPP assumed by Avant!. Meta shall cooperate
with and assist Avant! in the preparation of such registration statement.

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5.14 Indemnification.

(a) From and after the Effective Time, Avant! and the Surviving
Corporation jointly and severally shall indemnify, defend and hold harmless
each person who is now, or has been at any time prior to the date of this
Agreement or who becomes prior to the Effective Time, an officer, director
or employee of Meta or any of its subsidiaries (the "Indemnified Parties")
in respect of acts or omissions occurring on or prior to the Effective Time
to the fullest extent authorized or permitted under Meta's Articles of
Incorporation, Bylaws and indemnification agreements in effect on the date
hereof; provided that such indemnification shall be subject to any
limitation imposed from time to time under applicable law. Without
limitation of the foregoing, in the event any such Indemnified Party is or
becomes involved in any capacity in any action proceeding or investigation
in connection with any matter relating to this Agreement or the
transactions contemplated hereby occurring on or prior to the Effective
Time, Avant! and the Surviving Corporation shall jointly and severally pay
as incurred such Indemnified Party's reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in
connection therewith. The provisions of this Section 5.14 are intended to
be for the benefit of, and shall be enforceable by, each Indemnified Party,
his or her heirs and representatives.

(b) If Avant! or the Surviving Corporation or any of their respective
successors or assigns (i) consolidates with or merges into any other person
or entity and shall not be the continuing or surviving person of such
consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person or entity, then and in each such case,
proper provision shall be made so that such successors or assigns of Avant!
or the Surviving Corporation, as the case may be, shall assume the
obligations set forth in this Section 5.14.

(c) Avant! shall use good faith efforts to cause to be maintained in
effect for a period of not less than three years subsequent to the
Effective Time the current policies of the directors' and officers'
liability insurance maintained by Avant! and shall use good faith efforts
to cause coverage to be provided to the former directors and officer of
Meta thereunder (provided that Avant! may substitute therefor policies of
at least the same coverage containing terms and conditions that are not
less advantageous to the former directors and officers of Meta) with
respect to matters occurring prior to the Effective Time.

(d) All agreements in effect at the Effective Time pursuant to which Meta
covenants and agrees in any respect to indemnify or defend any director or
executive officer of Meta from and against any liability, cost or expense
shall be expressly assumed by Avant! at the Effective Time.

(e) Promptly after the Effective Time, Avant! shall enter into
indemnification agreements with directors and officers of Meta who become
directors or officers of the Surviving Corporation, which agreements shall
be substantially identical to those which Avant! has entered into with its
current directors and officers.

5.15 Listing of Additional Shares. Prior to the Effective Time, Avant! shall
file with the Nasdaq National Market a Notification Form for Listing of
Additional Shares with respect to the shares referred to in Section 6.1(f).

5.16 Pooling Letters.

(a) Meta shall use all reasonable efforts to cause to be delivered to
Meta a preliminary letter of KPMG as soon as practicable following the
execution of this Agreement to the effect that, assuming Avant! is a
corporation eligible to be a party to a transaction seeking pooling of
interests accounting treatment and that the participation of Avant! in the
Merger will not, in and of itself, disqualify the Merger from qualifying
for pooling of interests accounting treatment, the Merger will qualify for
pooling of interests accounting treatment if consummated in accordance with
this Agreement. Such letter shall be in a form reasonably satisfactory to
Avant! and Meta and shall be customary in scope and substance for letters
delivered by independent public accountants in connection with transactions
of this type. Meta shall also use all reasonable efforts to cause KPMG to
deliver to Meta a final copy of such letter dated the Effective Date.

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(b) Avant! shall use all reasonable efforts to cause to be delivered to
Avant! a preliminary letter of KPMG as soon as practicable following the
execution of this Agreement to the effect that the Merger will qualify for
pooling of interests accounting treatment if consummated in accordance with
this Agreement. Such letter shall be in a form reasonably satisfactory to
Avant! and Meta and shall be customary in scope and substance for letters
delivered by independent public accountants in connection with transactions
of this type. Avant! shall also use all reasonable efforts to cause KPMG to
deliver to Avant! a final copy of such letter dated the Effective Date.

5.17 Best Efforts and Further Assurances. Each of the parties to this
Agreement shall use its best efforts to discharge its obligations under this
Agreement to effectuate the transactions contemplated hereby and to fulfill and
cause to be fulfilled the conditions to closing under this Agreement. Each
party hereto, at the reasonable request of another party hereto, shall execute
and deliver such other instruments and do and perform such other acts and
things as may be necessary or desirable for effecting completely the
consummation of this Agreement and the transactions contemplated hereby.

5.18 Notification of Certain Matters. Meta shall give prompt notice to
Avant!, and Avant! shall give prompt notice to Meta, of (i) the occurrence, or
non-occurrence, of any event, the occurrence or non-occurrence of which would
be likely to cause any representation or warranty of such party contained in
this Agreement to be untrue or inaccurate at or prior to the Effective Time and
(ii) any failure of Meta, Avant! or Merger Sub, as the case may be, to comply
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it hereunder; provided, however, that the delivery of any notice
pursuant to this Section 5.18 shall not limit or otherwise affect the remedies
available hereunder to the party receiving such notice.

5.19 Shareholders Agreement. Meta and the Shareholders shall enter into the
shareholders agreement at Exhibit B concurrent with the execution of this
Agreement.

5.20 HSR Act Filings. If applicable, each of Avant! and Meta shall promptly
make its respective filings under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), and thereafter shall make any required
submissions under the HSR Act with respect to the Merger, and shall cooperate
with each other with respect to the foregoing. Meta and Avant! shall give each
other prior notice and consult with each other prior to any meeting with the
United States Federal Trade Commission or Department of Justice with respect to
their respective filings under the HSR Act or any review by either of the
foregoing agencies. Each of Avant! and Meta shall take all reasonable actions
necessary to cause the expiration of the waiting periods under the HSR Act as
promptly as possible.

5.21 Operations of Avant! Post Merger. After the Effective Time, the Chief
Executive Officer of Avant! shall have general management authority of Avant!,
including, without limitation, all strategic, technical, organization and
operational issues.

ARTICLE VI

CONDITIONS TO THE MERGER

6.1 Conditions to Obligations of Each Party to Effect the Merger. The
respective obligations of each party to this Agreement to consummate and effect
this Agreement and the transactions contemplated hereby shall be subject to the
satisfaction at or prior to the Effective Time of each of the following
conditions, any of which may be waived, in writing, by agreement of all the
parties hereto:

(a) Stockholder Approval. This Agreement and the Merger shall have been
approved and adopted by (i) the holders of Meta Common Stock representing a
majority of the total votes entitled to be cast on such matters at the Meta
Shareholders Meeting at which a quorum is present in person or by proxy
(ii) the holders of shares of Avant! Common Stock representing a majority
of the total votes cast on such matters at the Avant! Stockholders Meeting
at which a quorum is present in person or by proxy, and (iii) Avant! as the
sole stockholder of Merger Sub.

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(b) Registration Statement Effective. The SEC shall have declared the
Registration Statement effective. No stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose, and no similar proceeding
in respect of the Proxy Statement, shall have been initiated or threatened
by the SEC; and all requests for additional information on the part of the
SEC shall have been complied with to the reasonable satisfaction of the
parties hereto.

(c) No Injunctions or Restraints; Illegality. No temporary restraining
order, preliminary or permanent injunction or other order issued by any
court of competent jurisdiction or other legal or regulatory restraint or
prohibition preventing the consummation of the Merger shall be in effect;
nor shall there be any action taken, or any statute, rule, regulation or
order enacted, entered, enforced or deemed applicable to the Merger, which
makes the consummation of the Merger illegal; and no temporary restraining
order, preliminary or permanent injunction or other order issued by any
court of competent jurisdiction or other legal or regulatory restraint
provision limiting or restricting Avant!'s conduct or operation of the
business of Meta and its subsidiaries following the Merger shall be in
effect, nor shall any proceeding brought by an administrative agency or
commission or other Governmental Entity, domestic or foreign, seeking the
foregoing be pending. In the event an injunction or other order shall have
been issued, each party agrees to use its reasonable diligent efforts to
have such injunction or other order lifted.

(d) Governmental Approval. Avant!, Meta and Merger Sub and their
respective subsidiaries shall have timely obtained from each Governmental
Entity all approvals, waivers, authorizations and consents, if any,
necessary for consummation of or in connection with the Merger and the
several transactions contemplated hereby, including such approvals,
waivers, authorizations and consents as may be required under the HSR Act,
Securities Act, Exchange Act and under state Blue Sky laws.

(e) Tax Opinions. Avant! and Meta shall have received substantially
identical written opinions of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP and Venture Law Group, respectively, in form and substance
reasonably satisfactory to them, and dated on or about the Effective Date
and shall be to the effect that the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code, and such opinions shall
not have been withdrawn. In rendering such opinions, counsel shall be
entitled to rely upon, among other things, reasonable assumptions as well
as representations of Avant!, Merger Sub and Meta and certain shareholders
of Meta.

(f) Listing of Additional Shares. The filing with the Nasdaq National
Market of a Notification Form for Listing of Additional Shares with respect
to the shares of Avant! Common Stock issuable upon conversion of the Meta
Common Stock in the Merger and upon exercise of the options under the Meta
Stock Plans, and upon the exercise of Meta Purchase Rights under the Meta
ESPP, assumed by Avant! shall have been made.

(g) Avant! Management. After the Effective Time, the Board of Directors
of Avant! shall consist of Gerald C. Hsu, Y. Eric Cho, Robert C. Kagle,
Tench Coxe, Tatsuya Enomoto and Shawn M. Hailey. Mr. Hsu shall be Chairman
of the Board, President and Chief Executive Officer of Avant!, and Kim L.
Hailey shall have been appointed Chief Technical Officer of Avant!.

6.2 Additional Conditions to Obligations of Meta. The obligations of Meta to
consummate and effect this Agreement and the transactions contemplated hereby
shall be subject to the satisfaction at or prior to the Effective Time of each
of the following conditions, any of which may be waived, in writing, by Meta:

(a) Representations, Warranties and Covenants. (i) The representations
and warranties of Avant! and Merger Sub in this Agreement shall be true and
correct in all material respects (other than representations and warranties
regarding litigation connected with the Merger or other proceedings
connected with the Merger, which shall be governed solely by the standard
set forth in Section 6.1(c) and except for such representations and
warranties that are qualified by their terms by a reference to materiality
which representations and warranties as so qualified shall be true in all
respects) on and as of the Effective Time as though such representations
and warranties were made on and as of such time (except to the extent such
representations and warranties speak as of an earlier date), and (ii)
Avant! and Merger Sub shall have

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performed and complied in all material respects with all covenants,
obligations and conditions of this Agreement required to be performed and
complied with by them as of the Effective Time.

(b) Certificate of Avant!. Meta shall have been provided with a
certificate dated, the Effective Date, executed on behalf of Avant! by its
President and its Chief Financial Officer to the effect that, as of the
Effective Time, the condition provided for in subsection (a) above has been
satisfied.

(c) Legal Opinion. Meta shall have received a legal opinion, dated the
Effective Date, from Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP, counsel to Avant! and Merger Sub, in form and substance
reasonably satisfactory to Meta.

(d) No Material Adverse Changes. There shall not have occurred any
material adverse change in the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of Avant! and its
subsidiaries, taken as a whole.

(e) Third Party Consents. Meta shall have been furnished with evidence
satisfactory to it of the consent or approval of those persons whose
consent or approval shall be required in connection with the Merger under
any material contract of Avant! or any of its subsidiaries or otherwise.

(f) Fairness Opinion. Meta shall have received the written opinion of
Wessels, Arnold & Henderson, L.L.C., or a written confirmation of the
opinion previously delivered, dated as of the date the Proxy Statement is
first mailed to the shareholders of Meta, to the effect that the
consideration to be received by Meta's shareholders in the Merger is fair,
from a financial point of view, to the shareholders of Meta.

6.3 Additional Conditions to the Obligations of Avant! and Merger Sub. The
obligations of Avant! and Merger Sub to consummate and effect this Agreement
and the transactions contemplated hereby shall be subject to the satisfaction
at or prior to the Effective Time of each of the following conditions, any of
which may be waived, in writing, by Avant!:

(a) Representations, Warranties and Covenants. (i) The representations
and warranties of Meta in this Agreement shall be true and correct in all
material respects (other than representations and warranties regarding
litigation connected with the Merger or other proceedings connected with
the Merger, which shall be governed solely by the standard set forth in
Section 6.1(c) and except for such representations and warranties that are
qualified by their terms by a reference to materiality, which
representations and warranties as so qualified shall be true in all
respects) on and as of the Effective Time as though such representations
and warranties were made on and as of such time, and (ii) Meta shall have
performed and complied in all material respects with all covenants,
obligations and conditions of this Agreement required to be performed and
complied with by it as of the Effective Time.

(b) Certificate of Meta. Avant! shall have been provided with a
certificate, dated the Effective Date, executed on behalf of Meta by its
President and its Chief Financial Officer to the effect that, as of the
Effective Time, the condition provided for in subsection (a) above has been
satisfied.

(c) Legal Opinion. Avant! shall have received a legal opinion, dated the
Effective Date, from Venture Law Group, legal counsel to Meta, in form and
substance reasonably satisfactory to Avant!.

(d) Third Party Consents. Avant! shall have been furnished with evidence
satisfactory to it of the consent or approval of those persons whose
consent or approval shall be required in connection with the Merger under
any material contract of Meta or any of its subsidiaries or otherwise.

(e) No Material Adverse Changes. There shall not have occurred any
material adverse change in the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of Meta and its
subsidiaries, taken as a whole.

(f) Letters from Accountants. Avant! shall have received the preliminary
and final letters referred to in Section 5.17(b) from KPMG and the letter
referred to in Section 5.13(b) from KPMG.

(g) Affiliate Agreements. Avant! shall have received from each of the
Affiliates of Meta identified on Schedule 5.8 an executed Affiliate
Agreement in substantially the form attached hereto as Exhibit A.

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(h) Fairness Opinion. Avant! shall have received the written opinion of
[Morgan Stanley & Co., Inc.,] or a written confirmation of the opinion
previously delivered, dated as of the date the Proxy Statement is first
mailed to the shareholders of Avant!, to the effect that the consideration
to be received by Avant!'s shareholders in the Merger is fair, from a
financial point of view, to the stockholders of Avant!.

(i) Dissenting Shares. Dissenting Shares shall consist of no more ten
percent (10%) of the then outstanding shares of Meta Capital Stock.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.1 Termination. At any time prior to the Effective Time, whether before or
after approval of the matters presented in connection with the Merger by the
shareholders of Meta, this Agreement may be terminated:

(a) by mutual consent of Avant! and Meta;

(b) by either Avant! or Meta, if the Effective Date shall not have
occurred on or before January 31, 1997; provided that the right to
terminate this Agreement pursuant to this paragraph (b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been a significant cause of, or resulted in, the failure of
the Effective Date to occur on or before such date;

(c) by Avant!, if (i) Meta shall breach any of its representations,
warranties or obligations hereunder, which breach would result in a
material adverse change in the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of Meta and its
subsidiaries, taken as a whole, and such breach shall not have been cured
within ten business days following receipt by Meta of written notice of
such breach, (ii) (x) there shall have occurred any material adverse change
in the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, operations, results of
operations or prospects of Meta and its subsidiaries, taken as a whole, and
(y) Meta shall not, within 20 business days of notice from Avant! to the
effect that Avant! intends to terminate this Agreement pursuant to this
clause (ii), have proposed to Avant! a plan to mitigate the effect of such
material adverse change which plan shall be reasonably acceptable to
Avant!, or (iii) the Board of Directors of Meta shall have withdrawn or
modified its recommendation of this Agreement or the Merger in a manner
adverse to Avant! or shall have resolved to do any of the foregoing;

(d) by Meta, if (i) Avant! shall breach any of its representations,
warranties or obligations hereunder, which breach would result in a
material adverse change in the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of Avant! and its
subsidiaries, taken as a whole, and such breach shall not have been cured
within ten business days following receipt by Avant! of written notice of
such breach, (ii) (x) there shall have occurred any material adverse change
in the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, operations, results of
operations or prospects of Avant! and its subsidiaries, taken as a whole,
and (y) Avant! shall not, within 20 business days of notice from Meta to
the effect that Meta intends to terminate this Agreement pursuant to this
clause (ii), have proposed to Meta a plan to mitigate the effect of such
material adverse change which plan shall be reasonably acceptable to Meta,
or (iii) the Board of Directors of Avant! shall have withdrawn or modified
its recommendation of this Agreement or the Merger in a manner adverse to
Meta or shall have resolved to do any of the foregoing; or

(e) by either Avant! or Meta, if (i) any permanent injunction or other
order of a court or other competent authority preventing the consummation
of the Merger shall have become final and nonappealable or (ii) at the Meta
Shareholders Meeting (including any adjournment or postponement thereof)
the requisite vote of shareholders of Meta shall not have been obtained, or
(iii) at the Avant! Stockholders Meeting (including any adjournment or
postponement thereof) the requisite vote of stockholders of Avant! shall
not have been obtained.

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7.2 Effect of Termination. In the event of termination of this Agreement as
provided in Section 7.1, this Agreement shall forthwith become void and there
shall be no liability or obligation on the part of Avant!, Merger Sub or Meta
or their respective officers, directors, stockholders or affiliates, except to
the extent that such termination results from the breach by a party hereto of
any of its representations, warranties or covenants set forth in this
Agreement; provided that the provisions of Section 5.4 (Confidentiality),
Section 7.3 (Expenses and Termination Fees) and this Section 7.2 and the
Confidentiality Agreement shall remain in full force and effect and survive any
termination of this Agreement.

7.3 Expenses and Termination Fees.

(a) Whether or not the Merger is consummated, all costs and expenses
incurred in connection with this Agreement and the transactions
contemplated hereby (including, without limitation, the fees and expenses
of its advisers, accountants and legal counsel) shall be paid by the party
incurring such expense, except that, in the event the Merger shall not be
consummated for any reason or if this Agreement shall be terminated for any
reason other than pursuant to Section 7.1(d), expenses incurred in
connection with printing the Proxy Materials and the Registration
Statement, registration and filing fees incurred in connection with the
Registration Statement, the Proxy Materials and the listing of additional
shares pursuant to Section 6.1(f) and fees, costs and expenses associated
with compliance with applicable state securities laws in connection with
the Merger shall be shared equally by Meta and Avant!.

(b) In the event that (i) either Avant! or Meta shall terminate this
Agreement pursuant to Section 7.1(e)(ii) following a failure of the
shareholders of Meta to approve this Agreement and, prior to the time of
the meeting of Meta's shareholders, there shall have been (A) a Trigger
Event with respect to Meta or (B) a Takeover Proposal with respect to Meta
which at the time of the meeting of Meta's shareholders shall not have been
rejected by Meta and withdrawn by the third party, or (ii) Avant! shall
terminate this Agreement pursuant to Section 7.1(c), due in whole or in
part to any failure by Meta to use the requisite efforts required by the
terms of this Agreement to perform and comply with all agreements and
conditions required by this Agreement to be performed or complied with by
Meta prior to or on the Closing Date or any failure by Meta's affiliates to
take any actions required to be taken hereby, (and if Meta is not entitled
to terminate this Agreement by reason of Section 7.1(d)), and prior thereto
there shall have been (A) a Trigger Event with respect to Meta or (B) a
Takeover Proposal with respect to Meta which shall not have been rejected
by Meta and withdrawn by the third party, then Meta shall promptly pay to
Avant! the sum of $4,800,000; provided, however, that with respect to
Section 7.3(b)(i)(A) and Section 7.3(b)(ii)(A), a Trigger Event shall not
be deemed to include the acquisition by any Person of securities
representing 10% or more of Meta if such Person has acquired such
securities not with the purpose nor with the effect of changing or
influencing the control of Meta, nor in connection with or as a participant
in any transaction having such purpose or effect, including without
limitation (i) making any public announcement with respect to the voting of
such shares at any meeting to consider any merger, consolidation, sale of
substantial assets or other business combination or extraordinary
transaction involving Meta, (ii) making, or in any way participating in,
any "solicitation" of "proxies" (as such terms are defined or used in
Regulation 14A under the Exchange Act) to vote any voting securities of
Meta (including, without limitation, any such solicitation subject to Rule
14a-11 under the Exchange Act) or seeking to advise or influence any Person
with respect to the voting of any voting securities of Meta, (iii) forming,
joining or in any way participating in any "group" within the meaning of
Section 13(d)(3) of the Exchange Act with respect to any voting securities
of Meta or (iv) otherwise acting, alone or in concert with others, to seek
control of Meta or to seek to control or influence the management or
policies of Meta. As used herein, a "Trigger Event" shall occur if any
Person acquires securities representing 10% or more, or commences a tender
or exchange offer following the successful consummation of which the
offeror and its affiliate would beneficially own securities representing
25% or more, of the voting power of Meta.

(c) If this Agreement is terminated by Meta pursuant to any subsection of
Section 7.1(d) hereof, due in whole or in part to any failure by Avant! to
use the requisite efforts required by the terms of this Agreement to
perform and comply with all agreements and conditions required by this
Agreement to be performed or complied with by Avant! prior to or on the
Closing Date or any failure by Avant!'s affiliates to take any

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actions required to be taken hereby (and Avant! is not entitled to
terminate this Agreement by reason of Section 7.1(c) hereof), then, Avant!
shall promptly pay to Meta a termination fee of $4,800,000.

7.4 Amendment. The boards of directors of the parties hereto may cause this
Agreement to be amended at any time by execution of an instrument in writing
signed on behalf of each of the parties hereto; provided that an amendment made
subsequent to adoption of this Agreement by the stockholders of Meta, Avant! or
Merger Sub shall not (i) alter or change the amount or kind of consideration to
be received on conversion of the Meta Common Stock, (ii) alter or change any
term of the Articles of Incorporation of the Surviving Corporation to be
effected by the Merger, or (iii) alter or change any of the terms and
conditions of this Agreement if such alteration or change would adversely
affect the holders of Meta Common Stock or Avant! Common Stock.

7.5 Extension; Waiver. At any time prior to the Effective Time any party
hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto and
(iii) waive compliance with any of the agreements or conditions for the benefit
of such party contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in an instrument
in writing signed on behalf of such party.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Survival. The representations, warranties and agreements set forth in
this Agreement shall terminate at the Effective Time, except that the
agreements set forth in Article I, Section 5.4 (Confidentiality) 5.7 (Pooling
Accounting), 5.8 (Affiliate Agreements), 5.12 (Employee Benefit Plans), 5.13
(Form S-8), 5.14 (Indemnification), 5.15 (Listing of Additional Shares), 5.17
(Best Efforts and Further Assurances), 7.3 (Expenses and Termination Fees), 7.4
(Amendment), and this Article VIII shall survive the Effective Time.

8.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties
at the following address (or at such other address for a party as shall be
specified by like notice):

(a) if to Avant! or Merger Sub, to:

Avant! Corporation
1208 East Arques Avenue
Sunnyvale, California 94086
Attention: President
Facsimile No.: 408-738-8508
Telephone No.: 408-738-8881

with a copy to:

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
600 Hansen Way
Palo Alto, California 94304

Attention: Steven M. Spurlock, Esq.
Facsimile No.: 415-843-0314
Telephone No.: 415-843-0500

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<PAGE>

(b) if to Meta, to:

Meta-Software, Inc.
1300 White Oaks Road
Campbell, California 95008
Attention: President
Facsimile No.: 408-371-5738
Telephone No.: 408-369-5400

with a copy to:

Venture Law Group
2800 Sand Hill Road
Menlo Park, CA 94025

Attention: Joshua W.R. Pickus, Esq.
Facsimile No.: 415-233-8386
Telephone No.: 415-854-4488

8.3 Interpretation. When a reference is made in this Agreement to Exhibits,
such reference shall be to an Exhibit to this Agreement unless otherwise
indicated. The words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation."
The phrase "made available" in this Agreement shall mean that the information
referred to has been made available if requested by the party to whom such
information is to be made available. The phrases "the date of this Agreement",
"the date hereof", and terms of similar import, unless the context otherwise
requires, shall be deemed to refer to August 22, 1996. The table of contents
and headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

8.4 Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.

8.5 Entire Agreement; Nonassignability; Parties in Interest. This Agreement
and the documents and instruments and other agreements specifically referred to
herein or delivered pursuant hereto, including the Exhibits, the Schedules,
including the Meta Disclosure Schedule and the Avant! Disclosure Schedule (a)
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof,
except for the Confidentiality Agreement, which shall continue in full force
and effect, and shall survive any termination of this Agreement or the Closing,
in accordance with its terms; (b) are not intended to confer upon any other
person any rights or remedies hereunder, except as set forth in Sections
1.6(a)-(d) and (g), 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by
operation of law or otherwise except as otherwise specifically provided.

8.6 Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.

8.7 Remedies Cumulative. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity
upon such party, and the exercise by a party of any one remedy will not
preclude the exercise of any other remedy.

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<PAGE>

8.8 Governing Law. Except insofar as the Merger shall be governed by the
corporate laws of the State of California, this Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware (without
regard to its principles of conflicts of law).

8.9 Rules of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

IN WITNESS WHEREOF, Avant!, Merger Sub and Meta have caused this Agreement to
be executed and delivered by their respective officers thereunto duly
authorized, all as of the date first written above.

AVANT! CORPORATION

By: /s/ Gerald C. Hsu
----------------------------
Gerald C. Hsu
Chairman of the Board, Chief
Executive
Officer and President

NATASHA MERGER CORPORATION

By: /s/ Gerald C. Hsu
----------------------------
Gerald C. Hsu
President

META-SOFTWARE, INC.

By: /s/ Shawn M. Hailey
----------------------------
Shawn M. Hailey
Chairman of the Board, Chief
Executive
Officer and President

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APPENDIX B

[LOGO OF MORGAN STANLEY APPEARS HERE]

Morgan Stanley & Co. Incorporated
555 California Street
San Francisco, California 94104
(415) 576-3000

September 9, 1996

Board of Directors
Avant! Corporation
1208 East Arques Avenue
Sunnyvale, CA 94086

Gentlemen:

We understand that Avant! Corporation ("Avant!"), Natasha Merger Corporation,
a wholly owned subsidiary of Avant! ("Merger Sub"), and Meta-Software, Inc.
("Meta" or the "Company") have entered into an Agreement and Plan of
Reorganization, dated as of August 22, 1996 (the "Merger Agreement"), which
provides, among other things, for the merger (the "Merger") of Merger Sub with
and into Meta. Pursuant to the Merger, Meta will become a wholly owned
subsidiary of Avant! and each outstanding share of common stock, no par value,
of Meta (the "Meta Common Stock"), other than shares held in treasury or held
by Avant! or any direct or indirect wholly owned subsidiary of Avant! or Meta
or as to which dissenters' rights have been perfected, will be converted into
the right to receive a certain fraction of a share of common stock, par value
$.0001 per share, of Avant! (the "Avant! Common Stock"), pursuant to a certain
formula set forth in the Merger Agreement. The terms and conditions of the
Merger are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the consideration to be paid to
the holders of shares of Meta Common Stock pursuant to the Merger Agreement is
fair from a financial point of view to Avant!

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other
information of the Company and Avant!, respectively;

(ii) reviewed certain internal financial statements and other financial
and operating data concerning the Company and Avant! prepared by
the managements of the Company and Avant!, respectively;

(iii) analyzed certain financial projections provided by the management
of the Company;

(iv) analyzed certain financial projections prepared by the management
of Avant;

(v) discussed the past and current operations and financial condition
and the prospects of the Company with senior executives of the
Company;

(vi) discussed the past and current operations and financial condition
and the prospects of Avant! with senior executives of Avant!, and
analyzed the pro forma impact of the Merger on Avant!'s earnings
per share, consolidated capitalization and financial ratios;

(vii) reviewed and discussed with the management of Avant! their
estimate of the cost savings and other synergies that may be
achieved in the Merger;

(viii) reviewed the reported prices and trading activity for the Meta
Common Stock and the Avant! Common Stock;

(ix) compared the financial performance of the Company and Meta and the
prices and trading activity of the Meta Common Stock and the
Avant! Common Stock with that of certain other comparable
publicly-traded companies and their securities;

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<PAGE>

(x) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;

(xi) reviewed the Merger Agreement and certain related documents; and

(xii) considered such other factors as we have deemed appropriate.

We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for the purposes
of this opinion. With respect to the financial projections, we have assumed
that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of the
Company and Avant!. We have also relied upon, without independent
verification, the estimate of Avanti!'s management of the cost savings and
other synergies that may be achieved if the Merger is consummated. In
addition, we have relied upon, without independent verification, Avant!
management's assessment of the validity of, and the risks associated with,
Meta's products and technology. We have not made any independent valuation or
appraisal of the assets or liabilities of the Company and Avant!, nor have we
been furnished with any such appraisals. We have also assumed that the Merger
will be accounted for as a "pooling-of-interests" business combination in
accordance with U.S. generally accepted accounting principles and will be
consummated in accordance with the terms set forth in the Merger Agreement.
Our opinion is necessarily based on economic, market and other conditions as
in effect on, and the information made available to us as of, the date hereof.

We have been engaged by the Board of Directors of Avant! to render this
opinion and will receive a fee for our services. In the past, Morgan Stanley &
Co. Incorporated and its affiliates have provided financial advisory and
financing services for Avant! and have received fees for the rendering of
these services.

It is understood that this letter is for the information of the Board of
Directors of Avant! and may not be used for any other purpose without our
prior written consent, except that this opinion may be included in its
entirety in any filing made by Avant! with the Securities and Exchange
Commission with respect to the Merger. We express no opinion and make no
recommendation as to how the stockholders of Avant! or Meta should vote at the
stockholders' meeting held in connection with the Merger.

Based on the foregoing, we are of the opinion on the date hereof that the
consideration to be paid to the holders of shares of Meta Common Stock
pursuant to the Merger Agreement is fair from a financial point of view to
Avant!.

Very truly yours,

Morgan Stanley & Co. Incorporated

By:/s/ Nicholas D. Osborne
-----------------------------------
Nicholas D. Osborne Vice President

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<PAGE>

APPENDIX C

OPINION OF WESSELS, ARNOLD & HENDERSON, L.L.C.

[LETTERHEAD OF WESSELS, ARNOLD & HENDERSON, L.L.C. APPEARS HERE]

August 22, 1996

Board of Directors

Meta-Software, Inc.
1300 White Oaks Road
Campbell, CA 95008

Attention: Mr. Shawn M. Hailey, President and Chief Executive Officer
Mr. William C. Smith, Vice President, Finance and Chief Financial
Officer

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the stockholders of Meta-Software, Inc. (the "Company"), of the
consideration to be received by the stockholders pursuant to the terms of the
proposed Agreement and Plan of Reorganization (the "Agreement") dated August
22, 1996 by and among the Company, Avant! Corporation (the "Acquiror"), and a
wholly owned subsidiary of Acquiror. Capitalized terms used herein shall have
the meanings used in the Agreement unless otherwise defined herein.

Pursuant to the Agreement, each outstanding share of common stock of the
Company is proposed to be converted into and represent the right to receive
such number of shares of the Acquiror's common stock as is equal to the
Exchange Ratio. The Exchange Ratio is 0.435.

Wessels, Arnold & Henderson, L.L.C. ("Wessels, Arnold & Henderson"), as part
of its investment banking services, is regularly engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions,
corporate restructurings, negotiated underwritings, secondary distributions of
listed and unlisted securities, private placements and valuations for
corporate and other purposes. We will render to the Board of Directors an
opinion as to the fairness, from a financial point of view, to the
stockholders of the Company of the consideration to be received by the
stockholders in connection with the Merger, and will receive a fee for our
services. In the ordinary course of business, Wessels, Arnold & Henderson acts
as a market maker and broker in the publicly traded securities of the Company
and the Acquiror and receives customary compensation in connection therewith,
and also provides research coverage for the Company and the Acquiror. In the
ordinary course of business, Wessels, Arnold & Henderson actively trades in
the publicly traded securities of the Company and the Acquiror for its own
account and for the accounts of its customers and, accordingly, may at any
time hold a long or short position in such securities.

In connection with our review of the Merger, and in arriving at our opinion,
we have: (i) reviewed and analyzed the financial terms of the Agreement; (ii)
reviewed and analyzed certain publicly available financial and other data with
respect to the Company and Acquiror and certain other relevant and operating
data relating to the Company and Acquiror made available to us from published
sources and from the internal records of the Company and Acquiror; (iii)
conducted discussions with members of the senior management of the Company
with respect to the business and prospects of the Company; (iv) conducted
discussions with members of the senior management of the Acquiror with respect
to the business and prospects of the Acquiror; (v) analyzed the pro forma
impact of the Merger on the Acquiror's results of operations; (vi) reviewed
the reported prices and trading activity for the Company's Common Stock and
the Acquiror's Common Stock; (vii) compared the financial performance of the
Company and the Acquiror and the prices of the Company's Common Stock and the
Acquiror's Common Stock with that of certain other comparable publicly-traded
companies and their securities; and (viii) reviewed the financial terms, to
the extent publicly available, of certain comparable merger transactions. In
addition, we have conducted such other analyses and examinations and
considered such other financial, economic and market criteria as we have
deemed necessary in arriving at our opinion.

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We note that we were not provided with any financial forecasts for either
Acquiror or the Company, having been informed by each company's senior
management that it is not their practice to provide financial forecasts.
However, in the course of our discussions with each company's senior
management, we reviewed with them the most recently published analyst earnings
estimates for each company with respect to the third and fourth quarters of
each company's 1996 fiscal year and 1997 fiscal year, publicly available
information regarding the size and forecasted growth rates for the markets
served by each company's products, and various trends affecting or expected to
affect each company's future operating results and financial condition.

In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of the financial, legal, tax, operating and other information
provided to us by the Company and the Acquiror (including without limitation
the financial statements and related notes of the Company and Acquiror), and
have not independently verified such information. Additionally, we have not
considered the possible effects of any legal or other contingency matters.
Further, our opinion is based on the assumption that the Merger will be
accounted for as a pooling-of-interests. We have not performed an independent
evaluation or appraisal of any of the respective assets or liabilities of the
Company or the Acquiror and we have not been furnished with any such
valuations or appraisals.

It is understood that this letter is for the information of the Board of
Directors of the Company, and this letter shall not be published or otherwise
used and no public references to Wessels, Arnold & Henderson, L.L.C. shall be
made without our prior written consent, which consent shall not be
unreasonably withheld; provided, however, that this letter may be included in
its entirety in the proxy statement submitted to the stockholders of the
Company for the purpose of approving the Merger. Further, our opinion speaks
only as of the date hereof, is based on the conditions as they exist and
information which we have been supplied as of the date hereof, and is without
regard to any market, economic, financial, legal or other circumstance or
event of any kind or nature which may exist or occur after such date.

Based on our experience as investment bankers and subject to the foregoing,
including the various assumptions and limitations set forth herein, it is our
opinion that as of the date hereof, the consideration to be received by the
holders of the Company's Common Stock pursuant to the Agreement is fair from a
financial point of view to the holders of the Company's Common Stock.

Very truly yours,

Wessels, Arnold & Henderson, L.L.C.

By: /s/ William Henderson
-------------------------------
William Henderson
Managing Director

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APPENDIX D

CALIFORNIA GENERAL CORPORATION LAW

CHAPTER 13
DISSENTERS' RIGHTS

SEC. 1300. REORGANIZATION OR SHORT-FORM MERGER; DISSENTING SHARES; CORPORATE
PURCHASE AT FAIR MARKET VALUE; DEFINITIONS

(a) If the approval of the outstanding shares (Section 152) of a corporation
is required for a reorganization under subdivisions (a) and (b) or subdivision
(e) or (f) of Section 1201, each shareholder of the corporation entitled to
vote on the transaction and each shareholder of a subsidiary corporation in a
short-form merger may, by complying with this chapter, require the corporation
in which the shareholder holds shares to purchase for cash at their fair
market value the shares owned by the shareholder which are dissenting shares
as defined in subdivision (b). The fair market value shall be determined as of
the day before the first announcement of the terms of the proposed
reorganization or short-form merger, excluding any appreciation or
depreciation in consequence of the proposed action, but adjusted for any stock
split, reverse stock split, or share dividend which becomes effective
thereafter.

(b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:

(1) Which were not immediately prior to the reorganization or short-form
merger either (A) listed on any national securities exchange certified by
the Commissioner of Corporations under subdivision (o) of Section 25100 or
(B) listed on the list of OTC margin stocks issued by the Board of
Governors of the Federal Reserve System, and the notice of meeting of
shareholders to act upon the reorganization summarizes this section and
Sections 1301, 1302, 1303 and 1304; provided, however, that this provision
does not apply to any shares with respect to which there exists any
restriction on transfer imposed by the corporation or by any law or
regulation; and provided, further, that this provision does not apply to
any class of shares described in subparagraph (A) or (B) if demands for
payment are filed with respect to 5 percent or more of the outstanding
shares of that class.

(2) Which were outstanding on the date for the determination of
shareholders entitled to vote on the reorganization and (A) were not voted
in favor of the reorganization or, (B) if described in subparagraph (A) or
(B) of paragraph (1) (without regard to the provisos in that paragraph),
were voted against the reorganization, or which were held of record on the
effective date of a short-form merger; provided, however, that subparagraph
(A) rather than subparagraph (B) of this paragraph applies in any case
where the approval required by Section 1201 is sought by written consent
rather than at a meeting.

(4) Which the dissenting shareholder has submitted for endorsement, in
accordance with Section 1302.

(c) As used in this chapter, "dissenting shareholder" means the recordholder
of dissenting shares and includes a transferee of record.

SEC. 1301. NOTICE TO HOLDERS OF DISSENTING SHARES IN REORGANIZATIONS; DEMAND
FOR PURCHASE; TIME; CONTENTS

(a) If, in the case of a reorganization, any shareholders of a corporation
have a right under Section 1300, subject to compliance with paragraphs (3) and
(4) of subdivision (b) thereof, to require the corporation to purchase their
shares for cash, such corporation shall mail to each such shareholder a notice
of the approval of the reorganization by its outstanding shares (Section 152)
within 10 days after the date of such approval, accompanied by a copy of
Sections 1300, 1302, 1303, 1304 and this section, a statement of the price
determined by the corporation to represent the fair market value of the
dissenting shares, and a brief description of the procedure to be followed if
the shareholder desires to exercise the shareholder's right under such
sections. The statement of price constitutes an offer by the corporation to
purchase at the price stated any dissenting shares as defined in subdivision
(b) of Section 1300, unless they lose their status as dissenting shares under
Section 1309.

D-1
<PAGE>

(b) Any shareholder who has a right to require the corporation to purchase
the shareholder's shares for cash under Section 1300, subject to compliance
with paragraphs (3) and (4) of subdivision (b) thereof, and who desires the
corporation to purchase such shares shall make written demand upon the
corporation for the purchase of such shares and payment to the shareholder in
cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the shareholders' meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder.

(c) The demand shall state the number and class of the shares held of record
by the shareholder which the shareholder demands that the corporation purchase
and shall contain a statement of what such shareholder claims to be the fair
market value of those shares as of the day before the announcement of the
proposed reorganization or short-form merger. The statement of fair market
value constitutes an offer by the shareholder to sell the shares at such
price.

SEC. 1302. SUBMISSION OF SHARE CERTIFICATES FOR ENDORSEMENT; UNCERTIFICATED
SECURITIES

Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110
was mailed to the shareholder, the shareholder shall submit to the corporation
at its principal office or at the office of any transfer agent thereof, (a) if
the shares are certificated securities, the shareholder's certificates
representing any shares which the shareholder demands that the corporation
purchase, to be stamped or endorsed with a statement that the shares are
dissenting shares or to be exchanged for certificates of appropriate
denomination so stamped or endorsed or (b) if the shares are uncertificated
securities, written notice of the number of shares which the shareholder
demands that the corporation purchase. Upon subsequent transfers of the
dissenting shares on the books of the corporation, the new certificates,
initial transaction statement, and other written statements issued therefor
shall bear a like statement, together with the name of the original dissenting
holder of the shares.

SEC. 1303. PAYMENT OF AGREED PRICE WITH INTEREST; AGREEMENT FIXING FAIR MARKET
VALUE; FILING; TIME OF PAYMENT

(a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
shareholder is entitled to the agreed price with interest thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the
fair market value of any dissenting shares as between the corporation and the
holders thereof shall be filed with the secretary of the corporation.

(b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount
thereof has been agreed or within 30 days after any statutory or contractual
conditions to the reorganization are satisfied, whichever is later, and in the
case of certificated securities, subject to surrender of the certificates
therefor, unless provided otherwise by agreement.

SEC. 1304. ACTION TO DETERMINE WHETHER SHARES ARE DISSENTING SHARES OR FAIR
MARKET VALUE; LIMITATION; JOINDER; CONSOLIDATION; DETERMINATION OF
ISSUES; APPOINTMENT OF APPRAISERS

(a) If the corporation denies that the shares are dissenting shares, or the
corporation and the shareholder fail to agree upon the fair market value of
the shares, then the shareholder demanding purchase of such shares as
dissenting shares or any interested corporation, within six months after the
date on which notice of the approval by the outstanding shares (Section 152)
or notice pursuant to subdivision (i) of Section 1110 was mailed to the
shareholder, but not thereafter, may file a complaint in the superior court of
the proper county praying the court to determine whether the shares are
dissenting shares or the fair market value of the dissenting shares or both or
may intervene in any action pending on such a complaint.

(b) Two or more dissenting shareholders may join as plaintiffs or be joined
as defendants in any such action and two or more such actions may be
consolidated.

D-2
<PAGE>

(c) On the trial of the action, the court shall determine the issues. If the
status of the shares as dissenting shares is in issue, the court shall first
determine that issue. If the fair market value of the dissenting shares is in
issue, the court shall determine, or shall appoint one or more impartial
appraisers to determine, the fair market value of the shares.

SEC. 1305. REPORT OF APPRAISERS; CONFIRMATION; DETERMINATION BY COURT;
JUDGMENT; PAYMENT; APPEAL; COSTS

(a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed
by the court, the appraisers, or a majority of them, shall make and file a
report in the office of the clerk of the court. Thereupon, on the motion of
any party, the report shall be submitted to the court and considered on such
evidence as the court considers relevant. If the court finds the report
reasonable, the court may confirm it.

(b) If a majority of the appraisers appointed fail to make and file a report
within 10 days from the date of their appointment or within such further time
as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.

(c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market
value of each dissenting share multiplied by the number of dissenting shares
which any dissenting shareholder who is a party, or who has intervened, is
entitled to require the corporation to purchase, with interest thereon at the
legal rate from the date on which judgment was entered.

(d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only
upon the endorsement and delivery to the corporation of the certificates for
the shares described in the judgment. Any party may appeal from the judgment.

(e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the
court considers equitable, but, if the appraisal exceeds the price offered by
the corporation, the corporation shall pay the costs (including in the
discretion of the court attorneys' fees, fees of expert witnesses and interest
at the legal rate on judgments from the date of compliance with Sections 1300,
1301 and 1302 if the value awarded by the court for the shares is more than
125 percent of the price offered by the corporation under subdivision (a) of
Section 1301).

SEC. 1306. PREVENTION OF IMMEDIATE PAYMENT; STATUS AS CREDITORS; INTEREST

To the extent that the provisions of Chapter 5 prevent the payment to any
holders of dissenting shares of their fair market value, they shall become
creditors of the corporation for the amount thereof together with interest at
the legal rate on judgments until the date of payment, but subordinate to all
other creditors in any liquidation proceeding, such debt to be payable when
permissible under the provisions of Chapter 5.

SEC. 1307. DIVIDENDS ON DISSENTING SHARES

Cash dividends declared and paid by the corporation upon the dissenting
shares after the date of approval of the reorganization by the outstanding
shares (Section 152) and prior to payment for the shares by the corporation
shall be credited against the total amount to be paid by the corporation
therefor.

SEC. 1308. RIGHTS OF DISSENTING SHAREHOLDERS PENDING VALUATION; WITHDRAWAL OF
DEMAND FOR PAYMENT

Except as expressly limited in this chapter, holders of dissenting shares
continue to have all the rights and privileges incident to their shares, until
the fair market value of their shares is agreed upon or determined. A
dissenting shareholder may not withdraw a demand for payment unless the
corporation consents thereto.

SEC. 1309. TERMINATION OF DISSENTING SHARE AND SHAREHOLDER STATUS

Dissenting shares lose their status as dissenting shares and the holders
thereof cease to be dissenting shareholders and cease to be entitled to
require the corporation to purchase their shares upon the happening of any of
the following:

D-3
<PAGE>

(a) The corporation abandons the reorganization. Upon abandonment of the
reorganization, the corporation shall pay on demand to any dissenting
shareholder who has initiated proceedings in good faith under this chapter all
necessary expenses incurred in such proceedings and reasonable attorneys'
fees.

(b) The shares are transferred prior to their submission for endorsement in
accordance with Section 1302 or are surrendered for conversion into shares of
another class in accordance with the articles.

(c) The dissenting shareholder and the corporation do not agree upon the
status of the shares as dissenting shares or upon the purchase price of the
shares, and neither files a complaint or intervenes in a pending action as
provided in Section 1304, within six months after the date on which notice of
the approval by the outstanding shares or notice pursuant to subdivision (i)
of Section 1110 was mailed to the shareholder.

(d) The dissenting shareholder, with the consent of the corporation,
withdraws the shareholder's demand for purchase of the dissenting shares.

SEC. 1310. SUSPENSION OF RIGHT TO COMPENSATION OR VALUATION PROCEEDINGS;
LITIGATION OF SHAREHOLDERS' APPROVAL

If litigation is instituted to test the sufficiency or regularity of the
votes of the shareholders in authorizing a reorganization, any proceedings
under Sections 1304 and 1305 shall be suspended until final determination of
such litigation.

SEC. 1311. EXEMPT SHARES

This chapter, except Section 1312, does not apply to classes of shares whose
terms and provisions specifically set forth the amount to be paid in respect
to such shares in the event of a reorganization or merger.

SEC. 1312. RIGHT OF DISSENTING SHAREHOLDER TO ATTACK, SET ASIDE OR RESCIND
MERGER OR REORGANIZATION; RESTRAINING ORDER OR INJUNCTION; CONDITIONS

(a) No shareholder of a corporation who has a right under this chapter to
demand payment of cash for the shares held by the shareholder shall have any
right at law or in equity to attack the validity of the reorganization or
short-form merger, or to have the reorganization or short-form merger set
aside or rescinded, except in an action to test whether the number of shares
required to authorize or approve the reorganization have been legally voted in
favor thereof; but any holder of shares of a class whose terms and provisions
specifically set forth the amount to be paid in respect to them in the event
of a reorganization or short-form merger is entitled to payment in accordance
with those terms and provisions or, if the principal terms of the
reorganization are approved pursuant to subdivision (b) of Section 1202, is
entitled to payment in accordance with the terms and provisions of the
approved reorganization.

(b) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, subdivision (a) shall not
apply to any shareholder of such party who has not demanded payment of cash
for such shareholder's shares pursuant to this chapter; but if the shareholder
institutes any action to attack the validity of the reorganization or short-
form merger or to have the reorganization or short-form merger set aside or
rescinded, the shareholder shall not thereafter have any right to demand
payment of cash for the shareholder's shares pursuant to this chapter. The
court in any action attacking the validity of the reorganization or short-form
merger or to have the reorganization or short-form merger set aside or
rescinded shall not restrain or enjoin the consummation of the transaction
except upon 10 days' prior notice to the corporation and upon a determination
by the court that clearly no other remedy will adequately protect the
complaining shareholder or the class of shareholders of which such shareholder
is a member.

D-4
<PAGE>

(c) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, in any action to attack the
validity of the reorganization or short-form merger or to have the
reorganization or short-form merger set aside or rescinded, (1) a party to a
reorganization or short-form merger which controls another party to the
reorganization or short-form merger shall have the burden of proving that the
transaction is just and reasonable as to the shareholders of the controlled
party, and (2) a person who controls two or more parties to a reorganization
shall have the burden of proving that the transaction is just and reasonable
as to the shareholders of any party so controlled.

D-5
<PAGE>

Appendix E

AVANT! CORPORATION

PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

October 29, 1996

The undersigned stockholder of Avant! Corporation, a Delware corporation
("Avant!"), hereby constitutes and appoints Gerald C. Hsu and Y. Eric Cho, and
each of them, the attorneys and proxies of the undersigned, each with the power
of substitution, to attend and act for the undersigned at the Special Meeting of
Stockholders of Avant! to be held at the principal executive offices of Avant!
at 1208 East Arques Avenue Sunnyvale, California 94086, California, on Friday,
October 29, 1996 at 10:00 a.m. local time, and at any adjournments or
postponements thereof, and in connection therewith to vote and represent all of
the shares of Common Stock of Avant! held of record by the undersigned on
September 20, 1996, as follows on the reverse side of this proxy.

Said attorneys and proxies, and each of them, shall have all the powers
which the undersigned would have if acting in person. The undersigned hereby
revokes any other proxy to vote at such meeting and hereby ratifies and confirms
all that said attorneys and proxies, and each of them, may lawfully do by virtue
hereof. Said proxies, without hereby limiting their general authority, are
specifically authorized to vote in accordance with their best judgment with
respect to all matters incident to the conduct of the meeting and all matters
presented at the meeting but which are not known to the Board of Directors at
the time of the solicitation of this proxy.

Please mark your choice like [X]
this in blue or black ink

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF AVANT!

- ------------------------------------- -------------------------------------
Account Number Common

E-1
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1
---

1. A proposal (the "Avant! Share Issuance Proposal") to issue shares of Avant!
Common Stock in connection with the merger (the "Merger") of Natasha Merger
Corporation, a wholly owned subsidiary of Avant! ("Merger Sub"), with and
into Meta-Software, Inc., a California corporation ("Meta"), whereby each
share of Meta Common Stock outstanding as of the closing of the Merger will
be converted into the right to receive a fraction of a share of Avant!
Common Stock, the numerator of which is 5,079,365 and the denominator of
which is equal to the sum of the aggregate number of shares of Meta Common
Stock issued and outstanding as of the closing of the Merger and the
aggregate number of shares of Meta Common Stock issuable upon exercise of
all options (the "Meta Stock Options") outstanding as of the closing of the
Merger. In addition, all Meta Stock Options and subscription rights,
together with the underlying plans and agreements, will be assumed by Avant!
and converted into options and subscription rights to purchase Avant! Common
Stock.

[_] FOR [_] AGAINST [_] ABSTAIN

Each of the above-named proxies present at said meeting, either in person or
by substitute, shall have and exercise all the powers of said proxies hereunder.
This proxy will be voted in accordance with the choices specified by the
undersigned on this proxy. In their discretion, each of the above-named proxies
is authorized to vote upon such other business incident to the conduct of the
Special Meeting as may properly come before the meeting or any postponements or
adjournments thereof. IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED HEREON,
THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR PROPOSAL NO. 1
AND ON ANY OTHER MATTERS TO BE VOTED UPON.

The undersigned acknowledges receipt of a copy of the Notice of Special
Meeting of Shareholders and Joint Proxy Statement/Prospectus relating to the
meeting.

IMPORTANT: In signing this proxy please sign exactly as your name(s) is
(are) shown on the share certificate to which the proxy applies. When signing as
an attorney, executor, administrator, trustee or guardian, please give your full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. EACH JOINT TENANT MUST SIGN.

- --------------------------------------
Signature

- --------------------------------------
(Additional signature if held jointly)

DATED: , 1996
----------------------------

PLEASE SIGN, DATE, AND RETURN YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

E-2
<PAGE>
APPENDIX F

META-SOFTWARE, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS

October 29, 1996

The undersigned shareholder of Meta-Software, Inc., a California
corporation ("Meta") hereby constitutes and appoints Shawn M. Hailey and William
E. Alford and each of them, the attorneys and proxies of the undersigned, each
with the power of substitution, to attend and act for the undersigned at the
Special Meeting of Shareholders of Meta to be held at the principal executive
offices of Meta, 1300 White Oaks Road, Campbell, California, on Friday,
October 29, 1996 at 10:00 a.m. local time, and at any adjournments or
postponements thereof, and in connection therewith to vote and represent all of
the shares of Common Stock of Meta held of record by the undersigned on
September 27, 1996, as follows on the reverse side of this proxy.

Please mark your choice like [X]
this in blue or black ink

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF META

- ------------------------------------- -------------------------------------
Account Number Common

F-1

<PAGE>

1. A proposal (the "Meta Merger Proposal") to approve an Agreement and Plan of
Reorganization dated as of August 22, 1996 (the "Plan of Reorganization"),
among Meta, Avant! Corporation, a Delaware corporation ("Avant!"), and
Natasha Merger Corporation, a California corporation and a wholly owned
subsidiary of Avant! ("Merger Sub"), and the related Agreement of Merger to
be entered into among Avant!, Meta and Merger Sub, pursuant to which, among
other things, (a) Merger Sub will be merged with and into Meta (the
"Merger"), following which Meta will become a wholly owned subsidiary of
Avant!, (b) each share of Meta Common Stock outstanding as of the closing of
the Merger will be converted into the right to receive a fraction of a share
of Avant! Common Stock, the numerator of which is 5,079,365 and the
denominator of which is equal to the sum of the aggregate number of shares
of Meta Common Stock issued and outstanding as of the closing of the Merger
and the aggregate number of shares of Meta Common Stock issuable upon
exercise of all options (the "Meta Stock Options") outstanding as of the
closing of the Merger, and (c) all Meta Stock Options and subscription
rights, together with the underlying plans and agreements, will be assumed
by Avant! and converted into options and subscription rights to purchase
shares of Avant! Common Stock.

[_] FOR [_] AGAINST [_] ABSTAIN

The undersigned acknowledges receipt of a copy of the Notice of Special
Meeting of Shareholders and Joint Proxy Statement/Prospectus relating to the
meeting.

- --------------------------------------
Signature

- --------------------------------------
(Additional signature if held jointly)

DATED: , 1996
----------------------------

PLEASE SIGN, DATE, AND RETURN YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

F-2

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the
right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests, and, for criminal proceedings, had no reasonable cause to
believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

In accordance with the DGCL, Avant!'s Certificate contains a provision to
limit the personal liability of the directors of the Registrant for violations
of their fiduciary duty. This provision eliminates each director's liability
to the Registrant or its stockholders for monetary damages except (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence.

Article IX of Avant!'s Certificate and Article VII, Section 6 of Avant!'s
Bylaws provide for indemnification of the officers and directors of the
Registrant to the fullest extent permitted by applicable law.

The Registrant has entered into indemnification agreements with each
director and executive officer which provide indemnification to such directors
and executive officers under certain circumstances for acts or omissions which
may not be covered by directors' and officers' liability insurance.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1* --Agreement and Plan of Reorganization dated as of August 22, 1996
among the Registrant, Merger Sub and Meta (included as Appendix A
to the Joint Proxy Statement/Prospectus included in Part I of
this Registration Statement).
2.2* --Agreement and Plan of Reorganization dated as of August 18, 1996
among the Registrant, AGM Merger Corporation and Anagram, Inc.
2.3 --Form of Agreement of Merger among the Registrant, Merger Sub and
Meta to be executed upon approval of the Merger by the
shareholders of Meta.
2.4 --Form of Shareholders Agreement among the Registrant, Merger Sub,
Meta and certain shareholders of Meta.
2.5 --Form Affiliate's Agreement between Registrant, Merger Sub, Meta
and certain shareholders of Meta.
3.1 --Registrant's Amended and Restated Certificate of
Incorporation.(1)
3.2 --Registrant's Amended and Restated Bylaws.(1)
4.1 --Amended and Restated Investors' Rights Agreement between the
Registrant and certain investors dated September 24, 1994.(1)
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.2 --Specimen certificate of the Registrant's Common Stock.(1)
5.1* --Opinion of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP.
8.1 --Tax Opinion of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP.
8.2 --Tax Opinion of Venture Law Group, a Professional Corporation.
11.1 --Statement of Computation of Net Income Per Share--Avant!
11.2 --Statement of Computation of Net Income and Pro Forma Net Income
Per Share--Meta.
23.1* --Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP (included in Exhibit 5.1).
23.2 --Consent of Venture Law Group (included in Exhibit 8.2).
23.3 --Consent of KPMG Peat Marwick LLP--Avant!.
23.4 --Consent of KPMG Peat Marwick LLP--Meta.
23.5 --Consent of Roberts Accountancy Corporation.
23.6* --Consent of Morgan Stanley & Co. Incorporated.
23.7* --Consent of Wessels, Arnold & Henderson, L.L.C.
24.1* --Power of Attorney.
99.1* --Consent of Prospective Director.
</TABLE>
- --------

* Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement
(File No. 33-91128) on Form S-1 as declared effective on June 6, 1995.

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information
required to be set forth herein is not applicable or is shown in the financial
statements or notes thereto.

ITEM 22. UNDERTAKINGS

The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities Act"),
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

The Registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification

II-2
<PAGE>

is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF SUNNYVALE, STATE OF CALIFORNIA, ON SEPTEMBER 27, 1996.

AVANT! CORPORATION

/s/ Gerald C. Hsu
By: _________________________________
GERALD C. HSU CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

NAME TITLE DATE

Chairman of the Board,
/s/ Gerald C. Hsu President and Chief September 27,
- ------------------------------- Executive Officer 1996
GERALD C. HSU (Principal Executive
Officer)

Vice President of
/s/ John P. Huyett Financial & September 27,
- ------------------------------- Administrative Services, 1996
JOHN P. HUYETT Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)

Senior Vice President of
* Y. Eric Cho Corporate Operations, September 27,
- ------------------------------- Secretary and Director 1996
Y. ERIC CHO

Director
* Tench Coxe September 27,
- ------------------------------- 1996
TENCH COXE

Director
* Tatsuya Enomoto September 27,
- ------------------------------- 1996
TATSUYA ENOMOTO

Director
* Robert C. Kagle September 27,
- ------------------------------- 1996
ROBERT C. KAGLE

*By /s/ John P. Huyett
-------------------------
ATTORNEY-IN-FACT

II-4
<PAGE>

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
------- -------------------- ----------
<C> <S> <C>
2.1* --Agreement and Plan of Reorganization dated as of
August 22, 1996 among the Registrant, Merger Sub and
Meta (included as Appendix A to the Joint Proxy
Statement/Prospectus included in Part I of this
Registration Statement).
2.2* --Agreement and Plan of Reorganization dated as of
August 18, 1996 among the Registrant, AGM Merger
Corporation and Anagram, Inc.
2.3 --Form of Agreement of Merger among the Registrant,
Merger Sub and Meta to be executed upon approval of
the Merger by the shareholders of Meta.
2.4 --Form of Shareholders Agreement among the
Registrant, Merger Sub, Meta and certain
shareholders of Meta.
2.5 --Form Affiliate's Agreement between Registrant,
Merger Sub, Meta and certain shareholders of Meta.
3.1 --Registrant's Amended and Restated Certificate of
Incorporation.(1)
3.2 --Registrant's Amended and Restated Bylaws.(1)
4.1 --Amended and Restated Investors' Rights Agreement
between the Registrant and certain investors dated
September 24, 1994.(1)
4.2 --Specimen certificate of the Registrant's Common
Stock.(1)
5.1* --Opinion of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
8.1 --Tax Opinion of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
8.2 --Tax Opinion of Venture Law Group, a Professional
Corporation.
11.1 --Statement of Computation of Net Income Per Share--
Avant!
11.2 --Statement of Computation of Net Income and Pro
Forma Net Income Per Share--Meta.
23.1* --Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP (included in Exhibit 5.1).
23.2 --Consent of Venture Law Group (included in Exhibit
8.2).
23.3 --Consent of KPMG Peat Marwick LLP--Avant!.
23.4 --Consent of KPMG Peat Marwick LLP--Meta.
23.5 --Consent of Roberts Accountancy Corporation.
23.6* --Consent of Morgan Stanley & Co. Incorporated.
23.7* --Consent of Wessels, Arnold & Henderson, L.L.C.
24.1* --Power of Attorney.
99.1* --Consent of Prospective Director.
</TABLE>

- --------

* Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement
(File No. 33-91128) on Form S-1 as declared effective on June 6, 1995.

<PAGE>

EXHIBIT 2.3

AGREEMENT OF MERGER

BY AND AMONG

AVANT! CORPORATION, NATASHA MERGER CORPORATION, AND

META-SOFTWARE, INC.

THIS AGREEMENT OF MERGER is dated as of ________________, 1996, by
and among Avant! Corporation, a California corporation ("Avant!"), Natasha
Merger Corporation, a California corporation and a wholly owned subsidiary of
Avant! ("Sub") and Meta-Software, Inc., a California corporation ("Meta").

RECITALS:
--------

A. The Boards of Directors of Meta, Avant! and Sub believe it is in the
best interests of their respective corporations and the stockholders of their
respective corporations that Meta and Sub combine into a single company through
the statutory merger of Sub with and into Meta (the "Merger") and, in
furtherance thereof, have approved the Merger.

B. To effectuate the Merger, Meta, Sub and Avant! have entered into an
Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated as
of August 22, 1996, whereby all of the outstanding shares of capital stock of
Meta shall be converted into shares of Avant! Common Stock, $.0001 par value
("Avant! Common Stock"), at the rate set forth herein.

C. Meta, Avant! and Sub desire to make certain representations and
warranties and other agreements in connection with the Merger.

D. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code"), and to cause the Merger to qualify as a
reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(E) of
the Code.

E. The parties intend for the Merger to be accounted for as a pooling of
interests pursuant to APB Opinion No. 16, Staff Accounting Series Releases 130,
135 and 146 and Staff Accounting Bulletin Topic Two.

NOW, THEREFORE, in consideration of the covenants and representations
set forth herein, and for other good and valuable consideration, the parties
agree as follows:

<PAGE>

ARTICLE I
---------

THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2) Sub
----------
shall be merged with and into Meta, the separate corporate existence of Sub
shall cease and Meta shall continue as the surviving corporation. Meta as the
surviving corporation after the Merger is hereinafter sometimes referred to as
the "Surviving Corporation."

1.2 Effective Time. The Merger shall become effective at such time as
--------------
this Agreement is filed with the Secretary of State of the State of California,
in accordance with the relevant provisions of California Law (the time of such
filing being the "Effective Time").

1.3 Effect of the Merger. At the Effective Time, all the property,
--------------------
rights, privileges, powers and franchises of Meta and Sub shall vest in the
Surviving Corporation, and all debts, liabilities and duties of Meta and Sub
shall become the debts, liabilities and duties of the Surviving Corporation.

1.4 Articles of Incorporation; Bylaws.
---------------------------------

(a) At the Effective Time, the Articles of Incorporation of Sub, as in
effect immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation until thereafter amended; provided,
however, that Article I of the Articles of Incorporation of the Surviving
Corporation shall be amended to read as follows: "The name of the corporation is
Meta."

(b) The Bylaws of Sub, as in effect immediately prior to the Effective
Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

1.5 Directors and Officers. At the Effective Time, the directors of Sub
----------------------
shall be the initial directors of the Surviving Corporation and the officers of
Sub shall be the initial officers of the Surviving Corporation, until their
respective successors are duly elected or appointed and qualified.

ARTICLE II
----------

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF
CERTIFICATES; SUPPLEMENTARY ACTION

2.1 Effect on Capital Stock. By virtue of the Merger and without any
-----------------------
action on the part of Sub, Avant!, Meta or the holders of any of the following
securities:

2
<PAGE>

(a) Conversion of Meta Common Stock. At the Effective Time, each share of
-------------------------------
Meta Common Stock issued and outstanding immediately prior to the Effective Time
(other than any shares of Meta Common Stock to be canceled pursuant to Section
2.1(b) and any Dissenting Shares (as defined in Section 2.2 below)) will be
canceled and extinguished and be converted automatically into the right to
receive a fraction of a share of Avant! Common Stock (the "Exchange Ratio"), the
numerator of which is equal to (i) 5,079,365, and the denominator of which is
equal to (ii) the sum of the aggregate number of shares of Meta Common Stock
issued and outstanding as of the Effective Time, and the aggregate number of
shares of Meta Common Stock issuable upon exercise of all outstanding options
and warrants outstanding as of the Effective Time.

(b) Cancellation of Meta Common Stock Owned by Avant! or Meta. At the
---------------------------------------------------------
Effective Time, each share of Meta Common Stock owned by Avant! or any direct or
indirect wholly owned subsidiary of Avant! or of Meta immediately prior to the
Effective Time shall be canceled and extinguished without any conversion
thereof.

(c) Meta Stock Plans. At the Effective Time, the Meta 1995 Equity
----------------
Incentive Plan, Meta 1995 Directors' Stock Option Plan, and the Meta 1992 Stock
Option/Appreciation Plan, and all options to purchase Meta Common Stock then
outstanding under such agreements and plans shall be assumed by Avant!. The
Meta 1995 Equity Incentive Plan, Meta 1995 Directors' Stock Option Plan, and the
Meta 1992 Stock Option/Appreciation Plan are sometimes collectively referred to
herein as the "Meta Stock Plans."

(d) Meta 1995 Employee Stock Purchase Plan. At the Effective Time, the
--------------------------------------
Meta 1995 Employee Stock Purchase Plan (the "Meta ESPP") and all of the existing
rights and obligations of Meta pursuant to the outstanding subscription rights
thereunder shall be assumed by Avant!.

(e) Capital Stock of Sub. At the Effective Time, each share of Common
--------------------
Stock, no par value, of Sub ("Sub Common Stock"), issued and outstanding
immediately prior to the Effective Time shall be converted into and exchanged
for one validly issued, fully paid and nonassessable share of Common Stock, no
par value, of the Surviving Corporation. Each stock certificate of Sub
evidencing ownership of any such shares shall continue to evidence ownership of
such shares of capital stock of the Surviving Corporation.

(f) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted
-----------------------------
to reflect fully the effect of any stock split, reverse split, stock dividend
(including any dividend or distribution of securities convertible into Avant!
Common Stock or Meta Common Stock), reorganization, recapitalization or other
like change with respect to Avant! Common Stock or Meta Common Stock occurring
after the date hereof and prior to the Effective Time.

(g) Fractional Shares. No fraction of a share of Avant! Common Stock will
-----------------
be issued, but in lieu thereof each holder of shares of Meta Common Stock who
would otherwise be entitled to a fraction of a share of Avant! Common Stock
(after aggregating all fractional shares of Avant! Common Stock to be received
by such holder) shall receive from Avant! an amount of cash (rounded to the
nearest whole cent) equal to the product of (i) such

3
<PAGE>

fraction, multiplied by (ii) the average last sale price of a share of Avant!
Common Stock for the ten most recent days that Avant! Common Stock has traded
ending on the trading day immediately prior to the Effective Time, as reported
on The Nasdaq National Market.

2.2 Dissenters' Rights. If, as of the Effective Time, holders of Meta
-------------------
Common Stock have properly perfected and not forfeited dissenters' rights
("Dissenting Shares") in connection with the Merger under California Law, such
Dissenting Shares shall not be converted into Avant! Common Stock but instead
shall be converted into the right to receive such consideration as may be
determined to be due with respect to such Dissenting Shares pursuant to the
California Law. Each holder of Dissenting Shares (a "Dissenting Shareholder")
who, pursuant to the provisions of California Law, becomes entitled to payment
of the value of shares of Meta Common Stock shall receive payment therefor (but
only after the value therefor shall have been agreed upon or finally determined
pursuant to such provisions). In the event of a legal obligation, after the
Effective Time, to deliver shares of Avant! Common Stock to any holder of shares
of Meta Common Stock who shall have failed to make an effective payment demand
or shall have lost his or her status as a Dissenting Shareholder, Avant! shall
issue and deliver, upon surrender by such Dissenting Shareholder of his or her
certificate or certificates representing shares of Meta Common Stock, the shares
of Avant! Common Stock to which such Dissenting Shareholder is then entitled
under Section 2.1(a) and cash in lieu of fractional shares pursuant to Section
2.1(g).

2.3 Surrender of Certificates.
-------------------------

(a) Exchange Agent. Harris Trust Company of California shall act as
--------------
exchange agent (the "Exchange Agent") in the Merger.

(b) Avant! to Provide Common Stock and Cash. At or prior to the
---------------------------------------
Effective Time, Avant! shall make available to the Exchange Agent for exchange
in accordance with this Article I, through such reasonable procedures as Avant!
may adopt, (i) the shares of Avant! Common Stock issuable pursuant to Section
2.1(a) in exchange for shares of Meta Common Stock outstanding immediately prior
to the Effective Time and (ii) cash in an amount sufficient to permit payment of
cash in lieu of fractional shares pursuant to Section 2.1(g).

(c) Exchange Procedures. As soon as practicable after the Effective
-------------------
Time, but no later than ten (10) business days thereafter, the Surviving
Corporation shall cause to be mailed to each holder of record of a certificate
or certificates (the "Certificates") which immediately prior to the Effective
Time represented outstanding shares of Meta Common Stock, whose shares were
converted into the right to receive shares of Avant! Common Stock (and cash in
lieu of fractional shares) pursuant to Section 2.1, (i) a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to the Certificates shall pass, only upon receipt of the Certificates by the
Exchange Agent, and shall be in such form and have such other provisions as
Avant! may reasonably specify) and (ii) instructions for use in effecting the
surrender of the Certificates in exchange for certificates representing shares
of Avant! Common Stock (and cash in lieu of fractional shares). Upon surrender
of a Certificate for cancellation to the Exchange Agent or to such other agent
or agents as may be appointed by Avant!, together

4
<PAGE>

with such letter of transmittal, duly completed and validly executed in
accordance with the instructions thereto, the holder of record of such
Certificate shall be entitled to receive in exchange therefor a certificate
representing the number of whole shares of Avant! Common Stock and payment in
lieu of fractional shares which such holder of record has the right to receive
pursuant to Section 2.1, and the Certificate so surrendered shall forthwith be
canceled. Until so surrendered, each outstanding Certificate that, prior to the
Effective Time, represented shares of Meta Common Stock will be deemed from and
after the Effective Time, for all corporate purposes, other than as provided in
subsection (d) below, to evidence only the ownership of the number of full
shares of Avant! Common Stock into which such shares of Meta Common Stock shall
have been so converted and the right to receive an amount in cash in lieu of the
issuance of any fractional shares in accordance with Section 2.1.

(d) Distributions With Respect to Unexchanged Shares. No dividends
------------------------------------------------
or other distributions with respect to Avant! Common Stock with a record date
after the Effective Time will be paid to the holder of record of any
unsurrendered Certificate with respect to the shares of Avant! Common Stock
represented thereby until the holder of record of such Certificate shall
surrender such Certificate. Subject to applicable law, following surrender of
any such Certificate, there shall be paid to the record holder of the
certificates representing whole shares of Avant! Common Stock issued in exchange
therefor, without interest, at the time of such surrender, the amount of any
such dividends or other distributions with a record date after the Effective
Time theretofore payable (but for the provisions of this Section 2.3(d)) with
respect to such shares of Avant! Common Stock.

(e) Transfers of Ownership. If any certificate for shares of Avant!
----------------------
Common Stock is to be issued in a name other than that in which the Certificate
surrendered in exchange therefor is registered, it will be a condition of the
issuance thereof that the Certificate so surrendered will be properly endorsed
and otherwise in proper form for transfer and that the person requesting such
exchange will have paid to Avant! or any agent designated by it any transfer or
other taxes required by reason of the issuance of a certificate for shares of
Avant! Common Stock in any name other than that of the registered holder of the
Certificate surrendered, or established to the satisfaction of Avant! or any
agent designated by it that such tax has been paid or is not payable.

(f) No Liability. Notwithstanding anything to the contrary in this
------------
Section 2.3, none of the Exchange Agent, the Surviving Corporation or any party
hereto shall be liable to any person for any amount properly paid to a public
official pursuant to any applicable abandoned property, escheat or similar law.

2.4 Supplementary Action. If, at any time after the Effective Time, any
--------------------
further assignments or assurances in law or any other things are necessary or
desirable to vest or to perfect or confirm of record in the Surviving
Corporation the title to any property or rights of either Meta or Sub or
otherwise to carry out the provisions of this Agreement, the officers and
directors of the Surviving Corporation are hereby authorized and empowered, in
the name of and on behalf of Meta and Sub, to execute and deliver any and all
things necessary or proper to vest

5
<PAGE>

or to perfect or confirm title to such property or rights in the Surviving
Corporation, and otherwise to carry out the purposes and provisions of this
Agreement.

ARTICLE III
-----------

TERMINATION, AMENDMENT AND WAIVER

3.1 Termination. At any time prior to the Effective Time, whether before
-----------
or after approval of the matters presented in connection with the Merger by the
shareholders of Meta, this Agreement may be terminated:

(a) by mutual consent of Avant! and Meta;

(b) by either Avant! or Meta, if the Effective Date shall not have
occurred on or before December 31, 1996; provided that the right to terminate
--------
this Agreement pursuant to this paragraph (b) shall not be available to any
party whose failure to fulfill any obligation under this Agreement has been a
significant cause of, or resulted in, the failure of the Effective Date to occur
on or before such date;

3.2 Amendment. The boards of directors of the parties hereto may cause
---------
this Agreement to be amended at any time by execution of an instrument in
writing signed on behalf of each of the parties hereto; provided that an
amendment made subsequent to adoption of this Agreement by the stockholders of
Meta, Avant! or Sub shall not (i) alter or change the amount or kind of
consideration to be received on conversion of the Meta Common Stock, (ii) alter
or change any term of the Articles of Incorporation of the Surviving Corporation
to be effected by the Merger, or (iii) alter or change any of the terms and
conditions of this Agreement if such alteration or change would adversely affect
the holders of Meta Common Stock or Avant! Common Stock.

3.3 Extension; Waiver. At any time prior to the Effective Time any party
-----------------
hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties made to such
party contained herein or in any document delivered pursuant hereto and (iii)
waive compliance with any of the agreements or conditions for the benefit of
such party contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party.

6
<PAGE>

ARTICLE IV
----------

APPROVAL OF AGREEMENT

The respective Boards of Directors of each of Avant!, Meta and Sub
have, by resolutions duly adopted and approved the Merger, this Agreement, and
the Reorganization Agreement. The Stockholders of Avant!, Meta and Sub have, by
resolutions duly adopted and approved the Merger, this Agreement, and the
Reorganization Agreement in accordance with Delaware Law and California Law.

ARTICLE V
---------

MISCELLANEOUS

5.1 Entire Agreement; Amendments. This Agreement and the Reorganization
----------------------------
Agreement and the other writings and agreements referred to herein or therein or
delivered pursuant thereto contain the entire understanding of the parties with
respect to its subject matter. This Agreement and the Reorganization Agreement
and such other writings and agreements referred to therein supersede all prior
agreements and understandings between the parties with respect to their subject
matter. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto, and any condition to a party's
obligations hereunder may only be waived in writing by such party.

5.2 Counterparts. This Agreement may be executed in one or more
------------
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

5.3 Headings. The section and paragraph headings contained in this
--------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

5.4 Assignments, Consents, etc. After the Effective Time of the Merger,
--------------------------
each of the constituent corporations, through such persons who were each
respective constituent corporation's officers immediately prior to the Merger,
shall execute or cause to be executed such further assignments, assurances or
other documents as may be necessary or desirable to confirm title in Meta to
properties, assets and rights of Sub.

5.5 Parties in Interest. This Agreement shall be binding upon, inure to
-------------------
the benefit of, and be enforceable by, the parties hereto and their respective
successors and assigns. Anything contained herein to the contrary
notwithstanding, this Agreement shall not be assigned by any party hereto
without the consent of the other parties hereto.

7
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf as of the date first above written.

AVANT! CORPORATION,
a Delaware corporation

By:
-----------------------------
Name:
------------------------
Title:
-----------------------

NATASHA MERGER CORPORATION,
a California corporation

By:
-----------------------------
Name:
------------------------
Title:
-----------------------

META-SOFTWARE, INC.,
a California corporation

By:
-----------------------------
Name:
------------------------
Title:
-----------------------

<PAGE>

EXHIBIT 2.4

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT is dated as of August 22, 1996 (this
"Agreement"), by and among Avant! Corporation, a Delaware corporation (the
"Parent"), Meta-Software, Inc., a California corporation (the "Company"),
Natasha Merger Corporation, a California corporation and wholly owned subsidiary
of the Parent (the "Purchaser"), and the shareholders listed on the signature
pages hereto (the "Majority Shareholders").

RECITALS
--------

A. Concurrently with the execution of this Agreement, the Parent, the
Company and the Purchaser have entered into an Agreement and Plan of
Reorganization (as such agreement, including the schedules and exhibits attached
thereto, may hereafter be amended from time to time, the "Merger Agreement"),
pursuant to which the Purchaser will be merged with and into the Company (the
"Merger").

B. As an inducement and a condition to entering into the Merger
Agreement, the Parent and the Purchaser have required that the Company and the
Majority Shareholders agree, and the Company and the Majority Shareholders have
agreed, to enter into this Agreement.

AGREEMENT
---------

NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the parties
hereto agree as follows:

1. Certain Definitions. Capitalized terms used and not defined herein
-------------------
have the respective meanings ascribed to them in the Merger Agreement. For
purposes of this Agreement:

"Beneficially Own" or "Beneficial Ownership" with respect to any
------------------------------------------
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons with
whom such Person would constitute a "group" within the meaning of Section 13(d)
of the Exchange Act.

"Expiration Date" shall mean the earlier to occur of (i) the Effective
---------------
Date or (ii) the termination of the Merger Agreement.

"Person" shall mean an individual, corporation, partnership, limited
------
liability company, joint venture, association, trust, unincorporated
organization or other entity.

<PAGE>

"Representative" shall mean, with respect to any Person, any
--------------
affiliate, officer, director, employee, partner, investment banker, attorney,
accountants or other agents or representative of such Person.

2. Representations, Warranties, Covenants and Agreements of Each Majority
----------------------------------------------------------------------
Shareholder. Each Majority Shareholder hereby represents and warrants to, and
- -----------
covenants and agrees with, the Company, the Parent and the Purchaser, as
follows:

2.1 Ownership of Shares. Such Majority Shareholder is the record and
-------------------
Beneficial Owner of the shares of Natasha set forth beneath such Majority
Shareholder's signature on the signature pages hereto (the "Shares").

2.2 Authorization. This Agreement has been duly and validly executed
-------------
and delivered by such Majority Shareholder and constitutes a valid and binding
agreement enforceable against such Majority Shareholder in accordance with its
terms, in each case except as such enforceability may be limited by (i)
bankruptcy, insolvency, moratorium, reorganization and other similar laws
affecting creditors rights generally and (ii) the general principles of equity,
regardless of whether asserted in a proceeding in equity or at law.

2.3 No Consent or Violation. Neither the execution, delivery and
-----------------------
compliance of this Agreement by such Majority Shareholder nor the consummation
of the Merger and the other transactions contemplated by the Merger Agreement
(the "Transactions") by such Majority Shareholder will (a) violate or conflict
with any provision or result in or constitute a default under, or result in the
termination of, or accelerate the performance required by, or result in a right
of termination or acceleration under any of the terms, conditions or provisions
of any contract, indebtedness, note, bond, indenture, security or pledge
agreement, commitment, license, lease, franchise, permit, agreement, or other
instrument or obligation to which such Majority Shareholder is a party or by
which such Majority Shareholder or such Majority Shareholder's Shares are bound,
(b) violate any regulation or court order, or (c) impose any encumbrance on such
Shares for such violations, defaults, terminations, or accelerations which,
individually or in the aggregate could not reasonably be expected to affect the
enforceability or validity of this Agreement or the consummation of the
Transactions.

2.4 No Finder's Fees. No broker, investment banker, financial
----------------
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transaction
contemplated hereby based upon arrangements made by or on behalf of such
Majority Shareholder.

2.5 Voting of Company Stock. Such Majority Shareholder hereby
-----------------------
agrees that during the period commencing on the date hereof and continuing until
the Expiration Date, at any meeting (whether annual or special and whether or
not an adjourned or postponed meeting) of the shareholders of Natasha (the
"Shareholders"), however called, or in connection with any written consent of
the Shareholders, that such Majority Shareholder agrees to vote (or cause to be
voted) his Shares (i) in favor of the Transactions, the execution and delivery
by the Company of the documents evidencing the Transactions (the "Transaction
Documents") and the

2
<PAGE>

approval and adoption of the terms thereof and each of the other actions
contemplated by the Transaction Documents and any action required in furtherance
thereof; (ii) against any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Transaction Documents; and (iii) except as
otherwise agreed to in writing in advance by the Parent, against the following
actions (other than in furtherance of the Transactions): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company; (B) any sale, lease or transfer of a material
amount of assets of the Company, or a reorganization, restructuring,
recapitalization, special dividend, dissolution or liquidation of the Company;
or (C) (1) any change in a majority of the persons who constitute the board of
directors of the Company; (2) any change in the present capitalization of the
Company including any proposal to sell a substantial equity interest in the
Company; (3) any amendment of the Company's Articles of Incorporation or Bylaws;
(4) any other change in the Company's corporate structure or business; or (5)
any other action which, in the case of each of the matters referred to in
clauses (C) (1), (2), (3) or (4), is intended, or could reasonably be expected
to impede, interfere with, delay, postpone, or materially adversely affect the
Transactions. Such Majority Shareholder agrees not to enter into any agreement
or understanding with any person or entity the effect of which would be
inconsistent or violative of the provisions and agreements contained herein.

2.6 Disclosure. Such Majority Shareholder hereby agrees to permit
----------
the Parent and the Purchaser to publish and disclose in the Registration
Statement and Proxy Statement its identity and ownership of Shares and the
nature of his commitments, arrangements and understandings under this Agreement.

2.7 No Solicitation. Such Majority Shareholder, other than in his
---------------
capacity as a director or officer of the Company, agrees not to, and agrees not
to cause its Representatives to, directly or indirectly (i) initiate, solicit or
encourage, or take any action to facilitate the making of, any offer or proposal
which constitutes or is reasonably likely to lead to any Takeover Proposal of
the Company, or (ii) in the event of an unsolicited Takeover Proposal for the
Company or any affiliate of the Company, engage in negotiations or discussions
with, or provide any information or data to, any Person (other than the Parent,
or any of its officers, directors, principals, attorneys, agents, employees or
other representatives, collectively "Representatives") relating to any Takeover
Proposal. Such Majority Shareholder agrees to notify the Parent and the
Purchaser orally and in writing of any such offers, proposals, or inquiries
relating to the purchase or acquisition by any Person of the Shares (including,
without limitation, the terms and conditions thereof and the identity of the
Person making it), within 24 hours of the receipt thereof. Such Majority
Shareholder agrees to, and agrees to cause its Representatives to, immediately
cease and cause to be terminated any and all existing activities, discussions or
negotiations, if any, with any patties conducted heretofore with respect to any
Takeover Proposal relating to such Majoriy Shareholder, other than discussions
or negotiations with the Parent and its affiliates.

2.8 Restriction on Transfer, Proxies, Conversion and
-------------------------------------------------
Non-Interference. Except as applicable in connection with the Transactions,
- ----------------
such Majority Shareholder agrees not

3
<PAGE>

to directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of the Shares of such Majority Shareholder governed
by this Agreement or any interest therein; (ii) except as contemplated by this
Agreement, grant any proxies or powers of attorney, deposit such Shares into a
voting trust or enter into a voting agreement with respect to such Shares; or
(iii) take any action that would make any representation or warranty of the
Company contained herein untrue or incorrect in any material respect or would
result in a material breach by the Company of its obligations under the
Transaction Documents.

2.9 Review of Merger Agreement: Reliance by the Parent. Such
--------------------------------------------------
Majority Shareholder has reviewed and understands the Merger Agreement. Such
Majority Shareholder understands and acknowledges that the Parent and the
Purchaser are to enter into the Transaction Documents in reliance upon such
Majority Shareholder's execution and deliver of this Agreement.

3. Agreements and Covenants of the Company. The Company hereby agrees
---------------------------------------
and covenants not to register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of the Shares governed
by this Agreement, unless such transfer is made in compliance with this
Agreement. In the event of a stock dividend or distribution, or any change in
such Shares by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be deemed
to refer to and include such Shares as well as all such stock dividends and
distributions and any shares into which, or for which, any or all of the Shares
may be changed or exchanged, and appropriate adjustments shall be made to the
terms and provisions of this Agreement.

4. Miscellaneous.
-------------

4.1 Further Assurances. From time to time, at the other party's
------------------
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the Transactions.

4.2 Termination. Except as otherwise provided herein, the
-----------
covenants and agreements contained herein, with respect to the Shares governed
by this Agreement, shall terminate upon the earlier of (i) the consummation of
the Merger and (ii) the termination of the Merger Agreement in accordance with
its terms.

4.3 Assignment. Neither this Agreement nor any of the rights or
----------
obligations hereunder may be assigned by any party without the prior written
consent of the other party. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, and no other person shall have any right,
benefit or obligation under this Agreement as a third party beneficiary or
otherwise.

4
<PAGE>

4.4 Notices. All notices, requests, demands and other communications
-------
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by recognized overnight delivery service (Federal Express); and upon
receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to:

If to the Company, addressed to:

Meta-Software, Inc.
1300 White Oaks Road
Campbell, California 95008
Attention: President
Facsimile No.: 408-371-5738
Telephone No.: 408-369-5400

With a copy to:

Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
Attention: Joshua Pickus, Esq.
Facsimile No.: 415-233-8386
Telephone No.: 415-854-4488

If to the Purchaser or the Parent, addressed to:

Avant! Corporation
1208 East Arques Avenue
Sunnyvale, California 94086
Attention: President
Facsimile No.: 408-738-8508
Telephone No.: 408-738-8881

With a copy to:

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
600 Hansen Way, 2nd Floor
Palo Alto, California 94304
Attention: Steven M. Spurlock, Esq.
Telephone No.: (415) 843-0314

5
<PAGE>

If to any Majority Shareholder, to the address of such Majority
Shareholder set forth on the signature page hereto; or to such other place and
with such other copies as any party may designate as to itself by written notice
to the others.

4.5 Entire Agreement; Amendments; Extensions and Waivers. This
----------------------------------------------------
Agreement constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto. No amendment, extension, supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.

4.6 Multiple Counterparts. This Agreement may be executed in one
---------------------
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

4.7 Invalidity. In the event that any one or more of the provisions
----------
contained in this Agreement, the other Transaction Documents or in any other
instrument referred to herein, shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, then to the maximum extent permitted by
law, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement.

4.8 Titles. The titles, captions or headings of the Sections herein
------
are for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.

4.9 Cumulative Remedies. All rights and remedies of either party
-------------------
hereto are cumulative of each other and of every other right or remedy such
party may otherwise have at law or in equity, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies.

4.10 Governing Law; Jurisdiction. It is the parties' intent that this
---------------------------
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware (without regard to principles of conflicts of
law).

4.11 Arbitration. Notwithstanding anything herein to the contrary,
-----------
in the event that there shall be a dispute among the parties arising out of or
relating to this Agreement, or the breach thereof, the parties agree that such
dispute shall be resolved by final and binding arbitration in San Francisco,
California, administered by AAA, in accordance with AAA's Commercial Arbitration
Rules then in effect. There shall be limited discovery prior to the arbitration
hearing, subject to the discretion of the arbitrators, as follows (i) exchange
of witness lists and copies of documentary evidence and documents related to or
arising out of the issues to be arbitrated, (ii) depositions of all party
witnesses, (iii) other depositions as may be

6
<PAGE>

allowed by the arbitrators upon a showing of good cause. Depositions shall be
conducted in accordance with the California Code of Civil Procedure. Any award
issued as a result of such arbitration shall be final and binding between the
parties thereto, and shall be enforceable by any court having jurisdiction over
the party against whom enforcement is sought. The fees and expenses of such
arbitration (including reasonable attorneys' fees) or any action to enforce an
arbitration award shall be paid by the party that does not prevail in such
arbitration.

4.12 Enforcement. To the extent any voting provision hereof is
-----------
rendered unenforceable for any reason whatsoever, the parties hereto agree to
execute the necessary agreements, including without limitation, a voting trust
agreement or an irrevocable proxy coupled with an interest, to effect the intent
of this Agreement.

7
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Shareholders Agreement
as of the date first written above.

"COMPANY"

META-SOFTWARE, INC.
a California corporation

By:
--------------------------
Shawn M. Hailey
Chief Executive Officer

"PURCHASER"

NATASHA MERGER CORPORATION
a California corporation

By:
--------------------------
Gerald C. Hsu
President

"PARENT"

AVANT! CORPORATION
a Delaware corporation

By:
--------------------------
Gerald C. Hsu
Chairman of the Board, Chief Executive
Officer and President

<PAGE>

[SIGNATURE PAGE TO SHAREHOLDER AGREEMENT]

"MAJORITY SHAREHOLDERS"

By:
--------------------------
Address:
-----------------------------
-----------------------------

SHARES BENEFICIALLY OWNED

-----------------------------
-----------------------------

By:
--------------------------
Address:
-----------------------------
-----------------------------

SHARES BENEFICIARY OWNED

-----------------------------
-----------------------------

<PAGE>

EXHIBIT 2.5

AFFILIATES AGREEMENT

THIS AFFILIATES AGREEMENT (the "Affiliates Agreement") is entered into
as of August 22, 1996 between Avant! Corporation, a Delaware corporation
("Avant!"), and the undersigned shareholder (the "Shareholder") of Meta-
Software, Inc., a California corporation ("Meta").

RECITALS

A. Meta, Avant! and Natasha Merger Corporation, a California corporation
and a wholly owned subsidiary of Avant! ("Merger Sub"), have entered into an
Agreement and Plan of Reorganization dated August 22, 1996 (the "Reorganization
Agreement"), pursuant to which Merger Sub will be merged into Meta (the
"Merger"), and Meta will become a wholly owned subsidiary of Avant!.

B. Upon the consummation of the Merger and in connection therewith, the
undersigned Shareholder will become the owner of shares of Common Stock of
Avant! (the "Avant! Shares").

C. The parties to the Reorganization Agreement intended to adopt a plan
of reorganization within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code") and intend to cause the Merger to qualify as a
"reorganization" under the provisions of Section 368(a)(1)(A) and Section
368(a)(2)(E) of the Code.

D. The parties to the Reorganization Agreement intend to cause the Merger
to be accounted for as a pooling of interests pursuant to APB Opinion No. 16,
Staff Accounting Series Releases No. 130, 135 and 146 and Staff Accounting
Bulletins Topic Two.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and covenants set forth in the Reorganization Agreement
and in this Affiliates Agreement, it is hereby agreed as follows:

1. The undersigned Shareholder hereby agrees that:

(a) The undersigned Shareholder may be deemed to be (but does not
hereby admit to be) an "affiliate" of Meta within the meaning of Rule 145 under
the Securities Act of 1933, as amended (the "Securities Act"), and Accounting
Series Release No. 130, as amended, of the Securities and Exchange Commission
(the "SEC") ("Release No. 130").

(b) The undersigned Shareholder will not sell, exchange, transfer,
pledge, dispose of or otherwise reduce the undersigned Shareholder's risk
relative to the Avant! Shares or any part thereof until such time after the
Effective Time of the Merger as financial results covering at least thirty (30)
days of the combined operations of Avant! and Meta after the Effective Time of
the Merger have been, within the meaning of said Release No. 130, filed by
Avant! with the SEC or published by Avant! in an Annual Report on Form 10K, a
Quarterly

<PAGE>

Report on Form 10-Q, a Current Report on Form 8-K, a quarterly earnings report,
a press release or other public issuance that includes combined sales and income
of Meta and Avant!. Avant! shall use all reasonable efforts to publish no later
than 90 days after the end of the first month following the Effective Date in
which there are at least 30 days of post-Merger combined operations (other than
the month in which the Effective Date occurs), combined sales and net income
figures contemplated by and in accordance with the terms of SEC Accounting
Series Release No. 135. The undersigned will not, during the thirty (30) day
period prior to the Effective Time of the Merger as determined in Avant!'
reasonable discretion, sell, exchange, transfer, pledge, dispose of or otherwise
reduce the undersigned Shareholder's risk relative to the Avant! Shares or any
part thereof (including any disposition, within such period, of Shareholder's
shares of Meta Common Stock).

(c) The undersigned Shareholder has, and as of the Effective Time of
the Merger will have, no present plan or intent (a "Plan") to engage in a sale,
exchange, transfer, pledge, disposition or any other transaction (including a
distribution by a partnership to its partners or by a corporation to its
shareholders) that results in a reduction in the risk of ownership
(collectively, a "Sale") with respect to more than fifty percent (50%) of the
shares of Avant! Common Stock to be acquired by the undersigned Shareholder upon
consummation of the Merger. The undersigned Shareholder is not aware of, or
participating in, any plan or intent on the part of Meta's shareholders (a
"Plan") to engage in Sales of the shares of Avant! Common Stock to be issued in
the Merger such that the aggregate fair market value, as of the Effective Time
of the Merger, of the shares subject to such Sales would exceed fifty percent
(50%) of the aggregate fair market value of all shares of outstanding Meta
Common Stock immediately prior to the Merger. A sale of Avant! Common Stock
shall be considered to have occurred pursuant to a Plan if such Sale occurs in a
transaction that is in contemplation of, or related or pursuant to, the
Reorganization Agreement (a "Related Transaction"). In addition, shares of Meta
Common Stock (i) exchanged for cash in lieu of fractional shares of Avant!
Common Stock, (ii) with respect to which dissenters' rights are exercised and
(iii) with respect to which a Sale occurred in a Related Transaction prior to
the Merger shall be considered to have been shares of outstanding Meta Common
Stock that were exchanged for Avant! Common Stock in the Merger and then
disposed of pursuant to a Plan. If any of the undersigned Shareholder's
representations in this subsection (c) ceases to be true at any time prior to
the Effective Time of the Merger, the undersigned Shareholder shall deliver to
each of Meta and Avant!, prior to the Effective Time of the Merger, a written
statement to that effect. Except as otherwise set forth in Appendix A, the
----------
undersigned Shareholder has not engaged in a sale of any shares of Meta Common
Stock since July 1, 1996. The undersigned Shareholder understands and
acknowledges that Meta, Avant! and their respective shareholders, as well as
legal counsel to Meta and Avant!, are entitled to rely on (i) the truth and
accuracy of the undersigned Shareholder's representations contained herein and
(ii) the undersigned Shareholder's performance of the obligations set forth
herein.

(d) Subject to paragraphs (b) and (c) of this Section 1, the
undersigned Shareholder agrees not to offer, sell, exchange, transfer, pledge or
otherwise dispose of any of the Avant! Shares unless at that time either:

2
<PAGE>

(i) such transaction is permitted pursuant to the provisions of
Rule 145(d) under the Securities Act;

(ii) counsel representing the undersigned Shareholder,
satisfactory to Avant!, shall have advised Avant! in a written opinion letter
satisfactory to Avant! and Avant!' counsel and upon which Avant! and its counsel
may rely, that no registration under the Securities Act is required in
connection with the proposed sale, transfer or other disposition;

(iii) a registration statement under the Securities Act covering
the Avant! Shares proposed to be sold, transferred or otherwise disposed of,
describing the manner and terms of the proposed sale, transfer or other
disposition, and containing a current prospectus, is filed with the SEC and made
effective under the Securities Act; or

(iv) an authorized representative of the SEC shall have rendered
written advice to the undersigned Shareholder (sought by the undersigned
Shareholder or counsel to the undersigned Shareholder, with a copy thereof and
of all other related communications delivered to Avant!) to the effect that the
SEC will take no action, or that the staff of the SEC will not recommend that
the SEC take action, with respect to the proposed offer, sale, exchange,
transfer, pledge or other disposition if consummated.

(e) All certificates representing the Avant! Shares deliverable to the
undersigned Shareholder pursuant to the Reorganization Agreement and in
connection with the Merger and any certificates subsequently issued with respect
thereto or in substitution therefor shall, unless one or more of the alternative
conditions set forth in the subparagraphs of paragraph (d) of this Section 1
shall have occurred, bear a legend substantially as follows:

"The shares represented by this certificate may not be offered, sold,
exchanged, transferred, pledged or otherwise disposed of except in
accordance with the requirements of the Securities Act of 1933, as
amended, and the other conditions specified in that certain Affiliates
Agreement dated as of August 22, 1996 between Avant! and [name of
shareholder], a copy of which Affiliates Agreement may be inspected by
the holder of this certificate at the offices of Avant!, or Avant!
will furnish, without charge, a copy thereof to the holder of this
certificate upon written request therefor."

Avant!, at its discretion, may cause stop transfer orders to be placed with its
transfer agent with respect to the certificates for the Avant! Shares but not as
to the certificates for any part of the Avant! Shares as to which said legend is
no longer appropriate when one or more of the alternative conditions set forth
in the subparagraphs of paragraph (d) of this Section 1 shall have occurred.

(f) The undersigned Shareholder will observe and comply with the
Securities Act and the General Rules and Regulations thereunder, as now in
effect and as from time to time amended and including those hereafter enacted or
promulgated, in connection with

3
<PAGE>

any offer, sale, exchange, transfer, pledge or other disposition of the Avant!
Shares or any part thereof.

2. Reports. From and after the Effective Time of the Merger and for
-------
so long as necessary in order to permit the undersigned Shareholder to sell the
Avant! Shares pursuant to Rule 145 and, to the extent applicable, Rule 144 under
the Securities Act, Avant! will file on a timely basis all reports required to
be filed by it pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, referred to in paragraph (c)(1) of Rule 144 under the Securities Act (or,
if applicable, Avant! will make publicly available the information regarding
itself referred to in paragraph (c)(2) of Rule 144), in order to permit the
undersigned Shareholder to sell, pursuant to the terms and conditions of Rule
145 and the applicable provisions of Rule 144, the Avant! Shares.

3. Waiver. No waiver by any party hereto of any condition or of any
------
breach of any provision of this Affiliates Agreement shall be effective unless
in writing.

4. Notices. All notices, requests, demands or other communications
-------
that are required or may be given pursuant to the terms of this Affiliates
Agreement shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed by registered or certified mail, postage prepaid, as
follows:

(a) If to the Shareholder, at the address set forth below the
Shareholder's signature at the end hereof.

(b) If to Avant! or Meta:

Avant! Corporation
1208 East Arques Avenue
Sunnyvale, California 94086
Attention: President
Facsimile: 408-738-8508
Telephone: 408-738-8881

with a copy to:

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
600 Hansen Way
Palo Alto, California 94304
Attention: Steven M. Spurlock, Esq.
Facsimile: (415) 843-0314
Telephone: (415) 843-0500

4
<PAGE>

and with a copy to:

Venture Law Group
2800 Sand Hill Road
Menlo Park, CA 94025
Attention: Joshua Pickus, Esq.
Facsimile No.: 415-233-8386
Telephone No.: 415-854-4488

or to such other address as any party hereto may designate for itself by notice
given as herein provided.

5. Counterparts. For the convenience of the parties hereto, this
------------
Affiliates Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same document.

6. Successors and Assigns. This Affiliates Agreement shall be
----------------------
enforceable by, and shall inure to the benefit of and be binding upon, the
parties hereto and their respective successors and assigns. As used herein, the
term "successors and assigns" shall mean, where the context so permits, heirs,
executors, administrators, trustees and successor trustees, and personal and
other representatives.

7. Governing Law. This Affiliates Agreement shall be governed by and
-------------
construed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflicts of law provisions thereof.

8. Effectiveness; Severability. This Affiliates Agreement shall
---------------------------
become effective at the Effective Time of the Merger. If a court of competent
jurisdiction determines that any provision of this Affiliates Agreement is
unenforceable or enforceable only if limited in time and/or scope, this
Affiliates Agreement shall continue in full force and effect with such provision
stricken or so limited.

9. Effect of Headings. The section headings herein are for
------------------
convenience only and shall not effect the construction or interpretation of this
Affiliates Agreement.

10. Definitions. All capitalized terms used herein shall have the
-----------
meaning defined in the Reorganization Agreement, unless otherwise defined
herein.

5
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Affiliates Agreement to be
executed as of the date first above written.

AVANT! CORPORATION SHAREHOLDER

By:
----------------------- --------------------------
(Signature)

Name:
--------------------- --------------------------
(Name)

Title:
-------------------- --------------------------
(Address)

--------------------------
(Address)

<PAGE>

EXHIBIT 8.1

September __, 1996

Avant! Corporation
1208 East Arques Avenue
Sunnyvale, California 94086

Ladies and Gentlemen:

This opinion is being delivered to you pursuant to Section 6.1(e) of
the Agreement and Plan of Reorganization (the "Agreement") dated August 22,
1996, by and among Avant! Corporation, a Delaware corporation ("Avant!"), its
wholly owned subsidiary Natasha Merger Corporation, a California corporation
("Sub"), and Meta-Software, Inc., a California corporation ("Meta"). Pursuant to
the Agreement and the related Agreement of Merger (collectively, the "Merger
Agreements"), Sub will merge with and into Meta (the "Merger"), and Meta will
become a wholly owned subsidiary of Avant!.

Except as otherwise provided, capitalized terms referred to herein
have the meanings set forth in the Merger Agreements. All section references,
unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended
(the "Code").

We have acted as legal counsel to Avant! and Sub in connection with
the Merger. As such, and for the purpose of rendering this opinion, we have
examined (or will examine on or prior to the Effective Time) and are relying (or
will rely) upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):

1. The Merger Agreements (including Exhibits);

2. The Registration Statement on Form S-4 (No. 333-11659) filed by
Avant! with the Securities and Exchange Commission on September 9, 1996;

3. Representations made to us by Avant! and Sub in a letter
reproduced as Exhibit A hereto;

<PAGE>

Avant! Corporation Page 2
September 27, 1996

4. Representation made to us by Meta in a letter reproduced as
Exhibit B hereto;

5. Representations made to us by certain shareholders of Meta in
"Continuity of Interest Certificates;" and

6. An opinion of counsel, received by Meta from Venture Law
Group, A Professional Corporation, substantially identical in form and substance
to this opinion (the "VLG Tax Opinion");

7. Such other instruments and documents related to the
formation, organization and operation of Avant!, Meta and Sub or to the
consummation of the Merger and the transactions contemplated thereby as we have
deemed necessary or appropriate.

In connection with rendering this opinion, we have assumed or
obtained representations (and are relying thereon, without any independent
investigation or review thereof) that:

A. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time) due execution and delivery of all
documents where due execution and delivery are prerequisites to effectiveness
thereof;

B. Any representation or statement made "to the best knowledge
of," or otherwise similarly qualified, is correct without such qualification. As
to all matters with respect to which a person or entity has represented that
such person or entity either (i) is not a party to, (ii) does not have, or (iii)
is not aware of any plan, intention, understanding or agreement to take an
action, there is in fact no plan, intent, understanding or agreement and such
action will not be taken;

C. The Merger will be consummated pursuant to the Merger
Agreements and will be effective under the laws of the state of California;

D. The shareholders of Meta do not, and will not on or before
the Effective Time, have an existing plan or intent to dispose of an amount of
Avant! Common Stock to be received in the Merger (or to dispose of Meta capital
stock in anticipation of the Merger) such that the shareholders of Meta will not
receive and retain a meaningful continuing equity ownership in Avant! that is
sufficient to satisfy the continuity of interest requirement as specified in
Treas. Reg. (S)1.368-1(b) and as interpreted in certain Internal Revenue Service
rulings and federal judicial decisions;
<PAGE>

Avant! Corporation
September 27, 1996

E. After the Merger, Meta will hold "substantially all" of its and
Sub's properties within the meaning of Section 368(a)(2)(E)(i) of the Code and
the regulations promulgated thereunder and will continue its historic business
or use a significant portion of its historic assets in a business;

F. To the extent any expenses relating to the Merger (or the "plan
of reorganization" within the meaning of Treas. Reg. (S)1.368-1(c) with respect
to the Merger) are funded directly or indirectly by a party other than the
incurring party, such expenses will be within the guidelines established in
Revenue Ruling 73-54, 1973-1 C.B. 187; any expenses paid on behalf of Meta
shareholders will not exceed one percent (1%) of the total consideration that
will be issued in the Merger to Meta shareholders in exchange for their shares
of Meta stock;

G. No Meta shareholder guaranteed any Meta indebtedness outstanding
during the period immediately prior to the Merger, and at all relevant times,
including as of the Effective Time, (i) no outstanding indebtedness of Meta,
Avant! or Sub has or will represent equity for tax purposes; (ii) no outstan-
ding equity of Meta, Avant! or Sub has or will represent indebtedness for tax
purposes; and (iii) no outstanding security, instrument, agreement or
arrangement that provides for, contains, or represents either a right to acquire
Meta stock or to share in the appreciation thereof constitutes or will
constitute "stock" for purposes of Section 368(c) of the Code; and

H. The VLG Tax Opinion has been delivered and not withdrawn.

Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, for federal income tax purposes the Merger will be a
"reorganization" as defined in Section 368(a) of the Code.

In addition to the assumptions set forth above, this opinion is subject
to the exception, limitations and qualifications set forth below.

1. This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.

2. This opinion addresses only the enumerated opinions above, and
does not address any other federal, state, local or foreign tax consequences
that may result from the

<PAGE>

Avant! Corporation Page 4
September 27, 1996

Merger or any other transaction (including any transaction undertaken in
connection with the Merger). In particular, we express no opinion regarding (i)
whether and the extent to which any Meta shareholder who has provided or will
provide services to Meta, Avant! or Sub will have compensation income under any
provision of the Code; (ii) the effects of such compensation income, including
but not limited to the effect upon the basis and holding period of the Avant!
stock received by any such shareholder in the Merger; (iii) the potential
application of the "golden parachute" provisions (Sections 280G, 3121(v)(2) and
4999) of the Code, the alternative minimum tax provisions (Sections 55, 56 and
57) of the Code or Sections 305, 306, 357, 424, and 708, or the regulations
promulgated thereunder; (iv) except as expressly stated in the preceding
sentence, the corporate level tax consequences of the Merger to Avant!, Sub or
Meta, including without limitation the survival and/or availability, after the
Merger, of any of the federal income tax attributes or elections of Meta, after
application of any provision of the Code, as well as the regulations promulgated
thereunder and judicial interpretations thereof; (v) the basis of any equity
interest in Meta acquired by Avant! in the Merger; (vi) the tax consequences of
any transaction in which Meta stock or a right to acquire Meta stock was
received, and (vii) the tax consequences of the Merger (including the opinion
set forth above) as applied to specific shareholders of Meta and/or holders of
options or warrants for Meta stock or that may be relevent to particular classes
of Meta shareholders and/or holders of options or warrants for Meta stock such
as dealers in securities, corporate shareholders subject to the alternative
minimum tax, foreign persons, and holders of shares acquired upon exercise of
stock options or in other compensatory transactions.

3. No opinion is expressed as to any transaction other than the
Merger as described in the Merger Agreements or to any transaction whatsoever,
including the Merger, if all the transactions described in the Merger Agreements
are not consummated in accordance with the terms of such Merger Agreements and
without waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.

4. This opinion has been delivered to you for the purpose of
satisfying the conditions set forth in Section 6.1(e) of the Agreement and is
intended for your benefit; it may not be relied upon for any other purpose or by
any other person or entity, and may not be made available to any other person or
entity without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
our name in the related Joint Proxy/Prospectus under the captions "Legal
Matters" and "Certain Federal Income Tax Considerations." This consent is not
to be construed as an
<PAGE>

Avant! Corporation Page 5
September 27, 1996

admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.

Very truly yours,

GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP

<PAGE>

EXHIBIT 8.2

_________, 1996

Meta-Software, Inc.
1300 White Oaks Road
Campbell, CA 95008

Ladies and Gentlemen:

This opinion is being delivered to you pursuant to Section 6.1(e) of the
Agreement and Plan of Reorganization (the "Agreement") by and among Avant!
Corporation, a Delaware corporation ("Avant!"), its wholly-owned subsidiary,
Natasha Merger Corporation, a California corporation ("Sub"), and Meta-Software,
Inc., a California corporation ("Meta"), dated as of August 22, 1996. Pursuant
to the Agreement, Sub will merge with and into Meta (the "Merger"), and Meta
will become a wholly-owned subsidiary of Avant!.

Except as otherwise provided, capitalized terms referred to herein have
the meanings set forth in the Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").

We have acted as legal counsel to Meta in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined (or will
examine on or prior to the Effective Time of the Merger) and are relying (or
will rely) upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):

1. The Agreement (including Exhibits and Schedules);

2. Representations made to us by Avant! and Sub in a letter reproduced as
Exhibit A hereto;

3. Representations made to us by Meta in a letter reproduced as Exhibit B
hereto;

4. Representations made by certain shareholders of Meta in "Affiliate
Agreements";

5. An opinion of counsel received by Avant! from Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP (the "GDSVF&H Tax Opinion"); and
<PAGE>

Meta-Software, Inc
___________, 1996
Page 2

6. Such other instruments and documents related to the formation,
organization and operation of Avant!, Meta and Sub or to the consummation of the
Merger and the transactions contemplated thereby as we have deemed necessary or
appropriate.

In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:

A. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to
effectiveness thereof;

B. Any representation or statement made "to the knowledge of "or
otherwise similarly qualified is correct without such qualification. As to all
matters in which a person or entity making a representation has represented that
such person or entity either is not a party to, does not have, or is not aware
of, any plan, intention, understanding or agreement to take an action, there is
in fact no such plan, intention, understanding or agreement and such action will
not be taken;

C. The Merger will be consummated pursuant to the Agreement and will
be effective under the laws of the State of California;

D. The shareholders of Meta do not, and will not on or before the
Effective Time of the Merger, have an existing plan or intent to dispose of an
amount of Avant! Common Stock to be received in the Merger (or to dispose of
Meta capital stock in anticipation of the Merger) such that the shareholders of
Meta will not receive and retain a meaningful continuing equity ownership in
Avant! that is sufficient to satisfy the continuity of interest requirement as
specified in Treas. Reg. (S)1.368-1(b) and as interpreted in certain Internal
Revenue Service rulings and federal judicial decisions;

F. To the extent any expenses relating to the Merger (or the "plan of
reorganization" within the meaning of Treas. Reg. (S) 1.368-1(e) with respect to
the Merger) are funded directly or indirectly by a party other than the
incurring party, such expenses will be within the guidelines established in
Revenue Ruling 73-54, 1973-1 C.B. 187; any expenses paid on behalf of Meta
shareholders will not exceed one percent (1%) of the total
<PAGE>

Meta-Software, Inc
___________, 1996
Page 3

consideration that will be issued in the Merger to Meta shareholders in exchange
for their shares of Meta stock;

G. No Meta shareholder guaranteed any Meta indebtedness outstanding
during the period immediately prior to the Merger, and at all relevant times,
including as of the Effective Time of the Merger, (i) no outstanding
indebtedness of Meta, Avant! or Sub has or will represent equity for tax
purposes; (ii) no outstanding equity of Meta, Avant! or Sub has or will
represent indebtedness for tax purposes; (iii) and no outstanding security,
instrument, agreement or arrangement that provides for, contains, or represents
either a right to acquire Meta stock or to share in the appreciation thereof
constitutes or will constitute "stock" for purposes of Section 368(e) of the
Code; and

H. The GDSVF&H Tax Opinion has been delivered and not withdrawn.

Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, for federal income tax purposes, the Merger will be a
"reorganization" as defined in Section 368(a) of the Code.

In addition to the assumptions set forth above, this opinion is subject
to the exceptions, limitations and qualifications set forth below.

2. This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger). In particular, except as expressly stated in the
preceding sentence, we express no opinion regarding (i) whether and the extent
to which any Meta shareholder who has provided or will provide services to Meta,
Avant! or Sub will have compensation income under any provision of the Code;
(ii) the effects of such compensation income, including but not limited to the
effect upon the basis and holding period of the Avant! stock received by any
such shareholder in the Merger; (iii) the potential application of the "golden
parachute" provisions (Sections 280G, 3121 (v)(2) and 4999) of
<PAGE>

Meta-Software, Inc
___________, 1996
Page 4

the Code, the alternative minimum tax provisions (Sections 55, 56 and 57) of the
Code or Sections 305, 306, 357, 424, and 708, or the regulations promulgated
thereunder; (iv) the corporate level tax consequences of the Merger to Avant!,
Sub or Meta, including without limitation the recognition of any gain and the
survival and/or availability, after the Merger, of any of the federal income tax
attributes or elections of Meta, after application of any provision of the Code,
as well as the regulations promulgated thereunder and judicial interpretations
thereof; (v) the basis of any equity interest in Meta acquired by Avant! in the
Merger; (vi) the tax consequences of any transaction in which Meta stock or a
right to acquire Meta stock was received; and (vii) the tax consequences of the
Merger (including the opinion set forth above) as applied to shareholders of
Meta with special tax status or circumstances and/or holders of options or
warrants for Meta stock or that may be relevant to particular classes of Meta
shareholders and/or holders of options or warrants for Meta stock such as
dealers in securities, corporate shareholders subject to the alternative minimum
tax, foreign persons, and holders of shares acquired upon exercise of stock
options or in other compensatory transactions.

3. No opinion is expressed as to any transaction other than the Merger
as described in the Agreement or to any transaction whatsoever, including the
Merger, if all the transactions described in the Agreement are not consummated
in accordance with the terms of such Agreement and without waiver or breach of
any material provision thereof or if all of the representations, warranties,
statements and assumptions upon which we relied are not true and accurate at all
relevant times. In the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.

4. This opinion has been delivered to you for the purpose of
satisfying the conditions set forth in Section 6.1(e) of the Agreement and is
intended solely for your benefit; it may not be relied upon for any other
purpose or by any other person or entity, and may not be made available to any
other person or entity without our prior written consent.

Very truly yours,

VENTURE LAW GROUP
A Professional Corporation

<PAGE>

EXHIBIT 11.1 COMPUTATIONS OF NET INCOME PER SHARE.

AVANT! CORPORATION AND SUBSIDIARIES

STATEMENTS RE: COMPUTATIONS OF INCOME PER SHARE

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
-------------------- ---------------
1993 1994 1995 1995 1996
------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Common shares outstanding (weighted aver-
age).................................... 6,560 9,393 16,525 15,521 18,311
Common stock equivalents (using the trea-
sury stock method):
Stock Options and Awards (weighted
average)............................... 308 364 1,078 1,322 1,715
Pursuant to Staff Accounting Bulletin
No. 83(A).............................. 496 496 496 -- --
Preferred Stock......................... 4,678 4,678 -- -- --
------ ------ ------ ------- -------
Total(B)................................. 12,042 14,931 18,099 16,843 20,026
====== ====== ====== ======= =======
Net income............................... $1,319 $2,279 $6,235 $ 3,698 $ 7,226
====== ====== ====== ======= =======
Net income per common share(C)........... $ 0.11 $ 0.15 $ 0.34 $ 0.22 $ 0.36
====== ====== ====== ======= =======
</TABLE>
- --------

(A) Treated as if outstanding for all periods presented.

(B) Total of all common stock and equivalents.

<PAGE>

EXHIBIT 11.2

META-SOFTWARE, INC.

COMPUTATION OF NET INCOME AND PRO FORMA NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
-------------------- --------------
1993 1994 1995 1995 1996
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Net income................................. $ 2,683
Pro forma net income....................... $1,414 $2,134 $2,177 $1,333
====== ====== ====== ====== =======
Weighted average common shares
outstanding............................... 7,500 7,500 7,830 7,500 9,910
Common stock equivalents as a result of
stock options outstanding using the
treasury stock method..................... 452 841 687 841 712
Common stock options granted in accordance
with
SAB 83.................................... -- 569 620 569 --
Shares deemed outstanding to fund
shareholder distribution.................. 882 882 729 882 --
------ ------ ------ ------ -------
Total.................................... 8,834 9,792 9,866 9,792 10,622
====== ====== ====== ====== =======
Net income per share....................... $ 0.25
=======
Pro forma net income per share............. $ 0.16 $ 0.22 $ 0.22 $ 0.14
====== ====== ====== ======
</TABLE>

<PAGE>

EXHIBIT 23.3

The Board of Directors
Avant! Corporation:

We consent to the use of our report on the supplemental consolidated
financial statements and supplemental financial statement schedule included
herein, which is based partially upon the report of other auditors, and the
use of our report on the historical consolidated financial statements
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the registration statement.

KPMG Peat Marwick LLP

San Jose, California

September 27, 1996

<PAGE>

EXHIBIT 23.4

The Board of Directors
Meta-Software, Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the registration statement.

KPMG Peat Marwick LLP

San Jose, California

September 27, 1996

<PAGE>

EXHIBIT 23.5

INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Anagram, Inc.:

We hereby consent to the use of our reports included herein in the Joint
Proxy Statement/Prospectus.

Roberts Accountancy Corporation

By: /s/ Roberts Accountancy Corporation
-------------------------------------
Name:
Title: