M&A: ANSYS INC

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000628

Comments: On January 8, 2025, Synopsys, Inc. announced that the UK Competition and Markets Authority (CMA) has provisionally accepted its proposed remedies regarding its proposed acquisition of ANSYS, Inc. This decision is significant as it avoids a referral of the transaction to Phase 2 of the investigation process. Synopsys expressed satisfaction with the CMA's decision and emphasized the importance of their collaboration to enhance system design solutions by integrating Electronic Design Automation (EDA) and Simulation and Analysis (S&A) software. The transaction is expected to close in the first half of 2025, pending regulatory approval. Synopsys highlighted continued support from customers for this deal, indicating a positive outlook for the combined potential of both companies to drive innovation across various industries.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000349

Comments: On January 6, 2025, Ansys, Inc. announced a definitive agreement with Keysight Technologies for the sale of its PowerArtist business. The deal aims to facilitate regulatory approval for Synopsys, Inc.'s proposed acquisition of Ansys, expected to close in the first half of 2025. Ansys PowerArtist, a register-transfer-level (RTL) design-for-power platform, enhances early-stage power analysis for semiconductor designs. The sale is not material to Ansys' financials, with terms undisclosed, but aims for a seamless transition for stakeholders. Ansys will continue offering PowerArtist during the interim period until the transaction's closure. Both Ansys and Synopsys outlined that the sale is a strategic move to gain regulatory approval and strengthen their positions in the design engineering software market.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000350

Comments: On January 6, 2025, Ansys, Inc. announced the sale of its PowerArtist business to Keysight Technologies to facilitate regulatory approval for Synopsys' proposed acquisition of Ansys. PowerArtist is a design-for-power platform used for power analysis in semiconductor designs, enhancing performance and decision-making processes. The agreement is subject to customary closing conditions and regulatory reviews, which include the approval of Synopsys' acquisition of Ansys, expected to close in the first half of 2025. Ansys believes that the sale will enhance the offerings available to customers through Keysight's existing portfolio. The financial terms of the deal were not disclosed, and the sale is not material to Ansys' financials. Ansys is committed to a seamless transition for the PowerArtist team and its clients during the transition period before the transaction closes, continuing to offer PowerArtist as part of its product line until then.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050489

Comments: On December 27, 2024, ANSYS, Inc. reported the execution of a Merger Agreement with Synopsys, Inc. and ALTA Acquisition Corp., which will result in Merger Sub merging with ANSYS, making it a wholly-owned subsidiary of Synopsys. The agreement includes compensation arrangements for certain executives regarding potential tax implications under Section 280G of the Internal Revenue Code. The Compensation Committee approved the acceleration of vesting for certain restricted stock units for specific executives due to the merger. Acknowledgements regarding tax mitigation were executed by the executives, detailing the distribution of accelerated payments once specific conditions are met. The announcement also included references to the company's registration and compliance information.

Document Link: View Document