Silvaco, Inc. vs. Andersen, et al

Case Background

On December 4, 2020, Plaintiff Silvaco, Inc., a Delaware corporation, filed a Breach of contract dispute lawsuit in the California State Superior Court of Santa Clara County (Case number: 20CV374355). Judge Charles F Adam presided over this case.

Cause

On March 2, 2018, Silvaco, Inc. entered into a Stock Purchase Agreement (SPA) to acquire the stock of Nangate, Inc., and Nangate Denmark ApS. The SPA aimed to secure all rights to Nangate’s intellectual property, including tools for creating, optimizing, characterizing, and validating standard cell library IP. In exchange, Silvaco paid an upfront amount and agreed to provide earn-out payments for five years, contingent on revenue generated from Nangate's products. These payments specifically applied to Nangate tools, such as the Nangate Characterizer, when integrated with Silvaco's SmartSpice product. Despite the clear terms outlined in the SPA, a contract dispute arose between Silvaco and the defendants. The defendants included former Nangate shareholders and representatives. They claimed entitlement to broader compensation under the SPA. Silvaco argued that these claims were inconsistent with the agreement's terms. Silvaco maintained that only products incorporating the Nangate Characterizer or its derivatives qualified for earn-out payments. This led to disagreements over the proper interpretation of the contract.