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Synopsys Commences $13.50 Per Share All-Cash Tender Offer for Monolithic System Technology, Inc. (MoSys)MOUNTAIN VIEW, Calif., March 22, 2004 - Synopsys, Inc. (Nasdaq: SNPS) today announced the commencement, through its wholly owned subsidiary Mountain Acquisition Sub, Inc., of a $13.50 per share all-cash tender offer for any and all outstanding shares of Monolithic System Technology, Inc. (MoSys) (Nasdaq: MOSY), pursuant to the merger agreement entered into among Synopsys, Mountain Acquisition Sub, Inc. and MoSys on February 23, 2004. On March 22, 2004, Synopsys elected, in accordance with the terms of the merger agreement, to change the transaction from an exchange offer (which would have involved both cash and stock consideration) to an all-cash tender offer at a purchase price of $13.50 per share of MoSys common stock, net to the seller, without interest. Unless the tender offer is extended, the tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Friday, April 16, 2004. The board of directors of MoSys has unanimously recommended that the stockholders of MoSys tender their shares of MoSys common stock pursuant to the tender offer. The acceptance for payment of shares of MoSys common stock in the tender offer is subject to certain conditions, including the tender of a number of shares of MoSys common stock equal to greater than 50% of the sum of the aggregate number of shares of MoSys common stock then outstanding, plus the aggregate number of shares of MoSys common stock issuable upon the exercise of all vested options, warrants or other rights to acquire common stock of MoSys then?outstanding, receipt of regulatory approvals and other conditions set forth in the merger agreement. Following the acceptance for payment of shares in the tender offer, Synopsys intends to cause its acquisition subsidiary to be merged into MoSys, with MoSys surviving the merger as a wholly owned subsidiary of Synopsys. In the merger, any MoSys stockholders who have not tendered their shares and had them accepted for payment in the tender offer will become entitled to receive the same cash price per share paid in the tender offer, subject to their appraisal rights under Delaware law. The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and related documents being filed by Synopsys and Mountain Acquisition Sub, Inc. with the Securities and Exchange Commission (the "Commission") today. Mosys is also filing its Solicitation/Recommendation Statement on Schedule 14D-9 with the Commission today, which will contain the board recommendation described above. About Synopsys Additional Information and Where to Find It Safe Harbor Statement/Forward-Looking Statements Interests of Certain Persons in the Offer and the Merger
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