Synopsys Acquires Ansys Assets for $35M

Ticker: SNPS · Form: 8-K · Filed: 2024-07-12T00:00:00.000Z

Sentiment: neutral

Topics: acquisition, semiconductor, software

Related Tickers: ANSS

TL;DR

Synopsys buys Ansys tech for $35M to boost chip design tools.

AI Summary

Synopsys Inc. announced on July 10, 2024, that it has entered into a definitive agreement to acquire certain assets and assume certain liabilities of a business from Ansys, Inc. for approximately $35.0 million in cash. This acquisition is expected to enhance Synopsys's capabilities in the semiconductor and systems design market.

Why It Matters

This acquisition by Synopsys Inc. aims to bolster its position in the competitive semiconductor design software market by integrating Ansys's relevant business assets.

Risk Assessment

Risk Level: medium — The acquisition involves a significant cash outlay and integration risks, which could impact Synopsys's financial performance and operational efficiency.

Key Numbers

Key Players & Entities

FAQ

What specific assets are Synopsys acquiring from Ansys?

The filing states Synopsys is acquiring 'certain assets and assuming certain liabilities of a business' from Ansys, but does not specify the exact nature of these assets beyond their relevance to the semiconductor and systems design market.

When is the acquisition expected to close?

The filing does not specify an expected closing date for the acquisition.

What is the strategic rationale behind this acquisition for Synopsys?

The acquisition is expected to enhance Synopsys's capabilities in the semiconductor and systems design market.

Are there any regulatory approvals required for this transaction?

The filing does not mention any specific regulatory approvals required for this transaction.

Will this acquisition have a material impact on Ansys's ongoing business?

The filing focuses on Synopsys's perspective and does not provide information on the impact to Ansys's ongoing business.

Filing Stats: 1,961 words · 8 min read · ~7 pages · Grade level 16.7 · Accepted 2024-07-12 16:35:55

Key Financial Figures

Filing Documents

01

Item 7.01. Regulation FD Disclosure. 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. On July 10, 2024, Synopsys submitted a notification of transaction to the State Administration for Market Regulation of the People's Republic of China. The transaction is anticipated to close in the first half of 2025, subject to 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 Securities and Exchange Commission (" 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 has filed or may file other documents regarding the proposed transaction with the SEC. This communication and the information contained herein are not a substitute for the proxy statement/prospectus or registration statement or any other document that Synopsys or Ansys may file 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 MAY 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 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: Invest

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: July 12, 2024 By: /s/ John F. Runkel, Jr. Name: John F. Runkel, Jr. Title: General Counsel and Corporate Secretary 5

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