M&A - ANSYS INC

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007208

Filing Summary: On March 5, 2025, Synopsys announced that the U.K. Competition and Markets Authority (CMA) has cleared its proposed acquisition of Ansys in Phase 1, pending certain divestitures. Synopsys is working towards securing regulatory approval in other jurisdictions, with an expectation to close the transaction in the first half of 2025. Synopsys' CEO, Sassine Ghazi, emphasized strong customer support for the acquisition, highlighting its potential to provide new AI-powered design solutions that integrate electronics and physics for R&D teams.

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Form Type: 425

Filing Date: 2025-02-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125006324

Filing Summary: On February 27, 2025, Synopsys, Inc. reported that it entered into a Merger Agreement with ANSYS, Inc. on January 15, 2024, where ALTA Acquisition Corp., a wholly owned subsidiary of Synopsys, will merge with Ansys, resulting in Ansys becoming a wholly owned subsidiary of Synopsys. The filing includes audited financial statements of Ansys for the years ended December 31, 2024 and 2023, along with a pro forma financial statement of Synopsys reflecting the implications of the merger. The report highlights that this pro forma information is subject to uncertainties and does not represent an indication of future financial performance for Synopsys post-merger. Key risks and uncertainties surround the completion of the proposed transaction and the effects thereof on both companies.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000840

Filing Summary: On January 10, 2025, Synopsys announced that the European Commission has approved its proposed acquisition of Ansys in Phase 1. The approval follows discussions with regulators in various jurisdictions, including prior acceptance of remedies by the UK CMA. The document highlights progress on regulatory approvals in the UK, U.S., and China, and expresses customer support for the transaction. Synopsys projects to finalize the deal in the first half of 2025, aiming to enhance innovation through combined EDA and Simulation and Analysis software capabilities.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000628

Filing Summary: 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.

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Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000349

Filing Summary: 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.

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Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000350

Filing Summary: 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.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050489

Filing Summary: 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.

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