Cadence Design Systems Files 8-K

TL;DR

CADENCE DESIGN SYSTEMS (CDNS) FILED AN 8-K FOR A MATERIAL AGREEMENT AND EQUITY SALE.

AI Summary

Cadence Design Systems, Inc. filed an 8-K on March 5, 2024, reporting on two key items: entry into a material definitive agreement and unregistered sales of equity securities. The filing does not provide specific details on the agreement or the equity sales within the provided text.

Why It Matters

This filing indicates Cadence Design Systems has entered into a significant agreement and potentially issued new equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which could involve significant financial or strategic implications that are not fully detailed.

Key Players & Entities

• CADENCE DESIGN SYSTEMS INC (company) — Filer
• 0000813672-24-000059 (filing_id) — Accession Number
• March 2, 2024 (date) — Earliest event reported
• March 5, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of incorporation
• 2655 Seely Avenue, San Jose, California 95134 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share CDNS Nasdaq Global
• $1.24 billion — eration based on an enterprise value of $1.24 billion (the "Purchase Price"). 60% of the Purc
• $60 million — pay a reverse termination fee of up to $60 million in the event the Purchase Agreement is

Filing Documents

• cdns-20240302.htm (8-K) — 33KB
• 0000813672-24-000059.txt ( ) — 158KB
• cdns-20240302.xsd (EX-101.SCH) — 2KB
• cdns-20240302_lab.xml (EX-101.LAB) — 24KB
• cdns-20240302_pre.xml (EX-101.PRE) — 12KB
• cdns-20240302_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 2, 2024, Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), entered into a Share Purchase Agreement (the "Purchase Agreement") with the shareholders of BETA CAE Systems International AG, a Swiss company limited by shares (together with its subsidiaries, "BETA CAE" and such shareholders, collectively, the "Sellers"), to purchase from the Sellers the entire issued share capital of BETA CAE (such transaction, the "Acquisition"). Pursuant to the terms of, and subject to the conditions specified in, the Purchase Agreement, upon consummation of the Acquisition ("Completion"), Cadence will pay to the Sellers aggregate consideration based on an enterprise value of $1.24 billion (the "Purchase Price"). 60% of the Purchase Price will be paid in the form of cash consideration, subject to customary purchase price adjustments and holdback and escrow arrangements in accordance with the Purchase Agreement. Cadence intends to fund the cash consideration through a combination of cash on hand and borrowings under existing and/or new debt facilities. 40% of the Purchase Price will be paid in the form of shares of Cadence's common stock, par value $0.01 per share ("Cadence Stock"). The number of shares of Cadence Stock to be issued in connection with the Acquisition (such shares, the "Stock Consideration") will be determined using a per share value calculated as the average of the daily volume weighted average sale price per share of Cadence Stock on Nasdaq for each of the thirty (30) consecutive trading days ending on and including the third trading day immediately prior to the date of Completion. Cadence intends to issue the Stock Consideration in reliance upon the exemptions from registration afforded by Section 4(a)(2), Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation S promulgated under the Securities Act. Cadence has also agre

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws, including statements regarding the Purchase Agreement, the proposed Acquisition, the anticipated timeline and Completion of the Acquisition, funding of the cash consideration for the Acquisition and other statements using words such as "anticipates," "believes," "expects," "intends," "plans," "will" and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence's control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; failure by Cadence or BETA CAE to satisfy any closing conditions of the Acquisition, including obtaining required regulatory approvals, in a timely manner or at all; failure to obtain financing for the Acquisition upon acceptable terms on a timely basis or at all; failure to successfully acquire and integrate BETA CAE; changes in or failure to comply with legislation or government regulations affecting the Acquisition or its parties; and macroeconomic and geopolitical conditions that could adversely affect the Acquisition or its parties. For a detailed discussion of these and other cautionary statements related to Cadence's business and the Acquisition, please refer to Cadence's filings with the Securities and Exchange Commission (the "SEC"), including its most recent Annual Report on Form 10-K and its other filings with the SEC, including future filings. All forward-looking statements in this Current Report on Form 8-K are based on management's expectations as of the date hereof and, except as required by law, Cadence disclaims any obligation to update these fo

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 5, 2024 CADENCE DESIGN SYSTEMS, INC. By: /s/ John M. Wall John M. Wall Senior Vice President and Chief Financial Officer