Synopsys Inc. Files 8-K for Rule 425 Communication

Ticker: SNPS · Form: 8-K · Filed: 2024-05-16T00:00:00.000Z

Sentiment: neutral

Topics: disclosure, securities-offering

Related Tickers: SNPS

TL;DR

Synopsys filed an 8-K today for a Rule 425 comms, likely related to a securities offering.

AI Summary

On May 16, 2024, Synopsys Inc. filed an 8-K report detailing an event that occurred on the same date. The filing indicates that the report is intended to simultaneously satisfy the filing obligation under Rule 425 of the Securities Act, which pertains to written communications related to a securities offering. No specific financial figures or transaction details were provided in this particular filing excerpt.

Why It Matters

This filing indicates Synopsys is making written communications related to a securities offering, which could signal upcoming corporate actions or disclosures relevant to investors.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain specific financial or operational risks, but rather relates to disclosure requirements.

Key Players & Entities

FAQ

What specific event is Synopsys Inc. reporting on May 16, 2024?

The filing indicates that the report is intended to simultaneously satisfy the filing obligation under Rule 425 of the Securities Act, which relates to written communications concerning a securities offering.

What is the significance of Rule 425 under the Securities Act?

Rule 425 pertains to written communications made in connection with a securities offering, requiring them to be filed with the SEC.

Does this 8-K filing provide details about a specific transaction or financial results?

Based on the provided excerpt, this filing appears to be procedural and does not contain specific details about a transaction or financial results.

What is Synopsys Inc.'s state of incorporation and fiscal year end?

Synopsys Inc. is incorporated in Delaware and its fiscal year ends on October 31st.

What is the principal executive office address and phone number for Synopsys Inc.?

The principal executive offices are located at 675 Almanor Ave., Sunnyvale, California 94085, and the telephone number is (650) 584-5000.

Filing Stats: 2,163 words · 9 min read · ~7 pages · Grade level 16.3 · Accepted 2024-05-16 09:04:55

Key Financial Figures

Filing Documents

01

Item 8.01. Other Events. As previously announced on January 15, 2024, Synopsys, Inc., a Delaware corporation (" 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. On May 14, 2024, Synopsys received a notice from the State Administration for Market Regulation of the People's Republic of China, which acknowledges Synopsys' contemplated acquisition of Ansys is below the Chinese merger notification thresholds set by the State Council but takes the position that Synopsys is required to notify the transaction. At this time, Synopsys is coordinating with Ansys on next steps. The transaction is anticipated to close in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (formatted as Inline XBRL). Important Information and Where to Find It This communication relates to a proposed transaction between Synopsys and Ansys. In connection with the proposed transaction, Synopsys filed with the SEC, and the SEC has declared effective on April 17, 2024, a registration statement on Form S-4 (File No. 333-277912), that included a prospectus with respect to the shares of common stock of Synopsys to be issued in the proposed transaction and a proxy statement of Ansys and is referred to as the proxy statement/prospectus. Each party may also file other documents regarding the proposed transaction with the SEC. This document and the information contained herein is not a substitute for the proxy statement/prospectus or registration statement or any other document that Synopsys or Ansys may file with the SEC. The definitive proxy statement/prospectus will be mailed to all Ansys stockholders. 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 may 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 Securities and Exchange Commission (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

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYNOPSYS, INC. Dated: May 16, 2024 By: /s/ John F. Runkel, Jr. Name: John F. Runkel, Jr. Title: General Counsel and Corporate Secretary

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