( ESNUG 495 Item 8 ) -------------------------------------------- [11/17/11]

Subject: The real Marc Swinnen stands up & Azuro went for $13 M not $30 M

> My name is Marc Swinnen.  I'm the Director of Product Marketing at Azuro.
> This is exactly what I think of your comments about how I do my job...
>
>     - [ "Marc Swinnen" at a yahoo.com address ]
>       http://www.deepchip.com/wiretap/111103.html


From: Marc Swinnen <marc.swinnen=user domain=synopsys not calm>

Hi John,

That message posted about Azuro on DeepChip was definitely not from me.

I left Azuro almost two years ago.

I don't know who sent it, but definitely was not me.

    - Marc Swinnen
      Sr. PMM for IC Validator
      Synopsys, Inc.                             Mountain View, CA

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

> To set the record straight, Azuro tools are regularly used on production
> designs at Tier 1 companies like Broadcom, Nvidia, ST, TSMC and Toshiba;
> which is why Cadence bought us for $30 million.
>
>     - from http://www.deepchip.com/wiretap/111103.html


From: [ A Little Bird ]

Hi, John,

Some of the facts on the "merger" of Azuro with CDNS:

 - Sale of Azuro to CDNS after all debt, commits to bonuses and operations
   equaled $13 M.  Certain Azuro employees received closing bonuses from
   a pool of $900 K.
 - The merger's 1st objective was to give the preferred stockholders
   immediate liquidity.  $.85 for Series B stock, $.57 Series A stock
   and $0 for all common stock -- which means any employee who bought
   their vested stock got NOTHING.
 - A $4 M escrow fund was setup in case the transaction wasn't complete.
 - A separate account for the stock-agent fund for a tune of $200 K.
 - An earn-out of $5 M was set aside if Azuro met certain earn-out
   clauses.
 - Azuro had approximate of $916 K in debt at time of closing.
 - 3 Azuro board members were paid from a pool of $760 K as part of the
   company debt, along with their Series A & B stock.

I chuckled at the article regarding Azuro and the post by "Marc Swinnen"
at yahoo.

Tracking on LinkedIn, Marc was at Azuro from September 2007 to January 2010.
The "merger" of Azuro into CDNS was initial announced to the shareholders on
July 11, 2011.  So the posting by Marc from yahoo is totally bogus.

You're right about the fake posting.  In fact I won't be surprised if it's
an internal Azuro-turn-CDNS employee trying to make this "merger" look more
appealing per your posting on Intercept No. 111024.

Please publish this as "setting the record straight" or anonymous.

    - [ A Little Bird ]
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