Cupertino, CA--July 23, 1996--Cooper & Chyan Technology Inc. (CCT, Cupertino, CA) announced that it has signed a definitive agreement to acquire UniCAD Inc. (Ottawa, Ontario, Canada).
Under the terms of the agreement, CCT will issue shares of its common stock according to a conversion ratio subject to adjustment based on changes in the market price of CCT's stock. At yesterday's closing price, CCT would issue approximately 365,000 shares of its common stock in exchange for all shares of UniCAD stock currently outstanding. CCT will also assume all outstanding options under the UniCAD stock option plan which, after the acquisition, will result in the issuance of approximately 69,000 additional shares of CCT common stock as the options are vested and exercised.
The transaction is structured as a tax-free reorganization and will be accounted for as a pooling of interests. Subject to approval by UniCAD's stockholders, and to normal closing conditions, the transaction is currently scheduled to close in late August 1996. Upon completion of the transaction, UniCAD will continue to operate under its name in Ottawa, Ontario as a wholly-owned subsidiary of CCT.
Cooper & Chyan Technology Inc.
1601 S. De Anza Blvd.
Cupertino, CA 95014
Fax (408) 252-9565
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