Jan. 13, 2003 – Mountain View and San Jose, CA – Synopsys Inc., a provider of IC design software, and Numerical Technologies Inc., a provider of lithography-enabling solutions, have signed a definitive agreement for Synopsys to acquire all outstanding shares of Numerical’s common stock for a cash purchase price of $7/share.

The acquisition brings together leaders in electronic design automation (EDA) and lithography-enabling solutions.

“Design for manufacturing issues will continue to gain importance as designs inevitably shrink toward the 65nm mark. Combining Numerical’s lithography-enabling solutions with Synopsys’ design tools will enable us to further reduce costs and manufacturing risk for customers involved in creating smaller, faster, and more power-efficient chips,” said Aart de Geus, chairman and CEO of Synopsys. “By bringing together our complementary technologies and adding Numerical’s technologists to our team, Synopsys will be able to deliver more complete design-to-silicon solutions to address changing design for manufacturing needs.”

The acquisition will be effected by means of a cash tender offer of all of the outstanding shares of Numerical for a cash purchase price of $7/share, followed by a second-step merger in which Synopsys would acquire any un-tendered Numerical shares at the same price/share.

The boards of directors of both companies have approved the transaction.

In addition, Numerical’s executive officers and directors, who collectively own approximately 20% of the outstanding shares of Numerical, have agreed to tender their shares to Synopsys in the transaction.

The transaction is expected to close during the first calendar quarter of 2003.