SYNOPSYS Reports Material Definitive Agreement, Signals Major Transaction

TL;DR

**SYNOPSYS just inked a major deal, likely an acquisition, that could move the stock.**

AI Summary

SYNOPSYS, INC. filed an 8-K on January 16, 2024, reporting an "Entry into a Material Definitive Agreement" on January 15, 2024. This filing also indicates that the company is engaging in "Written communications pursuant to Rule 425 under the Securities Act," which often relates to business combinations or significant transactions. For investors, this suggests a potentially major corporate event, such as an acquisition or merger, which could significantly impact the company's future growth prospects and stock valuation.

Why It Matters

This filing signals a significant corporate event, likely an acquisition or merger, which could reshape SYNOPSYS's market position and financial outlook, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing details, creating uncertainty about the nature and financial implications of the transaction.

Analyst Insight

Investors should monitor SYNOPSYS for subsequent announcements detailing the material definitive agreement, as its nature will determine the long-term impact on the stock. The Rule 425 reference suggests a significant transaction, warranting further investigation.

Key Players & Entities

• SYNOPSYS, INC. (company) — the registrant filing the 8-K
• January 15, 2024 (date) — date of the earliest event reported
• January 16, 2024 (date) — date the 8-K was filed
• Rule 425 (regulation) — Securities Act rule for written communications
• SNPS (ticker) — trading symbol for SYNOPSYS, INC.
• Nasdaq Global Select Market (exchange) — where SYNOPSYS Common Stock is registered

Forward-Looking Statements

• SYNOPSYS will announce the specific details of the material definitive agreement. (SYNOPSYS, INC.) — high confidence, target: Q1 2024
• The material definitive agreement involves an acquisition or merger. (SYNOPSYS, INC.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — registered Common Stock (par value of $0.01 per share) SNPS Nasdaq Global Selec
• $197.00 — (the " Stock Consideration ") and (ii) $197.00 in cash, without interest (the " Per Sh
• $16 billion — of customary closing conditions, up to $16 billion of senior bridge term loans for the pur
• $1,500,000,000 — uired to pay Ansys a termination fee of $1,500,000,000; and (B) Ansys, under specified circums
• $950,000,000 — ed to pay Synopsys a termination fee of $950,000,000. Other Terms of the Merger Agreement

Filing Documents

• d720113d8k.htm (8-K) — 63KB
• d720113dex21.htm (EX-2.1) — 628KB
• d720113dex991.htm (EX-99.1) — 59KB
• 0001193125-24-008120.txt ( ) — 1075KB
• snps-20240115.xsd (EX-101.SCH) — 3KB
• snps-20240115_def.xml (EX-101.DEF) — 13KB
• snps-20240115_lab.xml (EX-101.LAB) — 21KB
• snps-20240115_pre.xml (EX-101.PRE) — 13KB
• d720113d8k_htm.xml (XML) — 5KB

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Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On January 15, 2024, Synopsys, Inc. (" Synopsys "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among Synopsys, ANSYS, Inc., a Delaware corporation (" Ansys "), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (" Merger Sub "). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Ansys (the " Merger "), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys (the " Surviving Corporation "). As a result of the Merger, Ansys will become a wholly owned subsidiary of Synopsys. Synopsys' board of directors has unanimously approved the Merger Agreement. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. Merger Consideration At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.01 per share, of Ansys (" Ansys Common Stock ") issued and outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Ansys Common Stock owned by stockholders of Ansys who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the " DGCL ")) will be converted into the right to receive (i) 0.3450 (the " Exchange Ratio ") of a share of common stock, par value $0.01 per share, of Synopsys (the "S ynopsys Common Stock ") (the " Stock Consideration ") and (ii) $197.00 in cash, without interest (the " Per Share Cash Amount ", and in the aggregate, the " Cash Consideration "), subject to applicable withholding taxes (the foregoing clauses (i) and (ii) collectively, the " Merger Consideration "). No fractional shares of Synopsys Common Stock will be i

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Item 7.01. Regulation FD Disclosure. On January 16, 2024, the Company and Ansys jointly issued a press release announcing the proposed transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in Item 7.01 of this report, including the information in Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended (the " Securities Act ").

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Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of January 15, 2024, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp. 99.1 Joint press release issued by Synopsys, Inc. and ANSYS, Inc., dated January 16, 2024 (furnished herewith). 104 Cover Page Interactive Data File (formatted as Inline XBRL). Important Information and Where to Find It This document relates to a proposed transaction between Synopsys and Ansys. Synopsys will file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus of Synopsys and a proxy statement of Ansys referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Ansys shareholders. Each party also will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Synopsys or Ansys through the website maintained by the SEC at www.sec.gov. The documents filed by Synopsys with the SEC also may be obtained free of charge at Synopsys' website at https://investor.synopsys.com/overview/default.aspx or upon written request to Synopsys at Synopsys, Inc., 675 Almanor Avenue, Sunnyvale, California 94085, Attention: Investor Relations Department. The documents filed by Ansys with the SEC also may be obtained free of charge at