Verisity to Acquire Axis Systems; Acquisition Will Extend Verification Process Automation -VPA- Solution to Pursue Billion Dollar Verification Market

MOUNTAIN VIEW, Calif. & SUNNYVALE, Calif.—(BUSINESS WIRE)—Dec. 11, 2003— Verisity Ltd. (Nasdaq: VRST), the leading supplier of Verification Process Automation (VPA) solutions, and Axis Systems, Inc. today announced a definitive agreement for Verisity to acquire Axis. Axis, a privately-held company, offers a unique, third-generation simulation technology that combines all languages and required engines for hardware, embedded software and system-level verification. The acquisition will enable Verisity to create a comprehensive and highly differentiated VPA platform to exploit multiple discontinuities in the rapidly changing functional verification market. According to Gartner Dataquest, this market is expected to grow beyond $1 billion in the next few years.

"This significant acquisition will expand our breadth of offerings and greatly expand our market," said Moshe Gavrielov, chief executive officer for Verisity. "Axis brings unique world-class technology, and together we will create the only company that is capable of providing a total VPA platform that will take projects from specification to verification closure. Customers need solutions that deliver process productivity, predictability and quality of results. This requires significantly more than just engines and languages. The VPA Platform, combining Verisity and Axis' technology, is the compelling answer to these requirements."

"We are excited to join forces with Verisity for their technology and clear leadership in verification," said Mike Tsai, president and chief executive officer for Axis Systems. "This is clearly a market discontinuity we are addressing, driven by hardware-software SoC designs that require a new level of intelligence via process automation, and a new level of easily accessible and scalable verification performance. The combination of Verisity and Axis' technology will create the only company capable of meeting the growing verification challenges of nanometer designs."

Under the terms of the agreement, Verisity will acquire Axis for approximately $80 million in cash and stock, with the stock portion representing less than 20 percent of Verisity's outstanding shares. Axis' audited revenue for the fiscal year that ended July 31, 2003 exceeded $20 million and Axis currently employs about 90 people worldwide. Verisity expects the transaction to close in the first quarter of 2004. The transaction is subject to termination of a 30-day waiting period under the Hart-Scott-Rodino Anti-Trust Improvements, and other customary closing conditions. Mike Tsai will become executive vice president and general manager of the platform division reporting directly to Moshe Gavrielov.

Verisity plans to hold a webcast today at 2:30 pm Pacific time to discuss this agreement. A live webcast of the call will be available on Verisity's Web site at http://www.verisity.com. Following completion of the call, a rebroadcast of the webcast will be available at http://www.verisity.com through midnight December 12, 2003. For those without access to the Internet, a replay of the call will be available from 5:30 p.m. Pacific time on December 11, 2003 through 12:00 a.m. Pacific time December 12, 2003. To listen to a replay, call (719) 457-0820, access code 316098.

About Verisity

Verisity, Ltd. (Nasdaq: VRST), is the leading supplier of process automation solutions for the functional verification market. The company addresses customers' critical business issues with its market-leading software and intellectual property (IP) that effectively and efficiently verify the design of electronic systems and complex integrated circuits for the communications, computing, and consumer electronics global markets. Verisity's VPA solutions enable projects to move from executable verification plans to module, unit, and chip/system level 'total coverage' and verification closure, while maximizing productivity, product quality, and predictability of schedules. The company's strong market presence is driven by its proven technology, methodology and solid strategic partnerships and programs. Verisity's customer list includes leading companies in all strategic technology sectors. Verisity is a global organization with offices throughout Asia, Europe, and North America. Verisity's principal executive offices are located in Mountain View, California, with its principal research and development offices located in Rosh Ha'ain, Israel. For more information, visit www.verisity.com.

About Axis Systems, Inc.

Axis Systems, Inc., offers high-performance verification systems for the hardware and software development of complex electronic system and system-on-a-chip designs. Axis' products help increase confidence in new designs, improve overall verification productivity and shorten time to market. On a single system and with one design database, Axis' patented ReConfigurable Computing (RCC) technology provides software simulation, accelerated simulation, system emulation and hardware/software co-verification. Customers include the world's leading graphics, networking, multimedia, and processor companies. Axis is headquartered at 209 E. Java Drive, Sunnyvale, CA 94089. To learn more about Axis, visit www.AxisSystems.com.

Forward-Looking Statements

To the extent statements contained herein are not purely historical, they are forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed in the company's filings with the Securities and Exchange Commission. Words such as "anticipate," "estimate," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. All forward-looking statements represent only management's present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results or performance to differ materially from those described in the forward-looking statements. In particular, these include the company's ability to close this transaction in the time projected, or at all, the anticipated benefits to Verisity resulting from the transaction, the ability of Verisity to integrate its existing products with Axis' products in an efficient and effective manner, potential future revenue opportunities to Verisity, Verisity's ability to integrate and retain Axis' employees, Verisity's ability to retain Axis' current customers, predict customer demand due to the continued economic and geopolitical uncertainty and the related effects on customers' budgets, maintain market leadership position, and predict the timing of significant orders. Verisity Ltd. is not under any obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Verisity and the Verisity logo are either registered trademarks or trademarks of Verisity Design, Inc. in the United States and/or other jurisdictions. All other trademarks are the property of their respective holders.



Contact:
Verisity Design, Inc.
Jennifer Bilsey, 650-934-6823

Email Contact
or
Axis Systems
Lori Kate Calise, 408-716-1554

Email Contact



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