M&A - SYNOPSYS INC

Form Type: 8-K

Filing Date: 2025-07-17

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125026139

Filing Summary: On July 17, 2025, Synopsys, Inc. completed its acquisition of Ansys, Inc. as per the Merger Agreement. The acquisition process involved the merger of Merger Sub with Ansys, with the latter becoming a wholly owned subsidiary of Synopsys. Each share of Ansys Common Stock was converted to receive approximately 0.3399 shares of Synopsys Common Stock along with $199.91 in cash. The Exchange Ratio was modified due to the limitation on shares that could be issued without exceeding 19.9999% of Synopsys' outstanding shares. This adjustment led to a corresponding increase in the cash component of the consideration. Furthermore, the merger included the cancellation of options and restricted stock units held by certain Ansys employees as per specific terms of the Merger Agreement. Financing for the cash portion of the acquisition was achieved through cash reserves, senior notes, and loans under a Term Loan Credit Agreement. Subsequent to the merger, Synopsys expanded its Board of Directors and appointed two former Ansys executives as new directors. Additionally, Synopsys also released a press statement regarding the acquisition on the same date, reflective of this significant corporate transition.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525158491

Filing Summary: On July 14, 2025, Synopsys, Inc. announced that it has received approval from all necessary authorities to proceed with its acquisition of ANSYS, Inc. The parties expect to close the transaction on or about July 17, 2025, pending the satisfaction or waiver of the remaining customary closing conditions. The acquisition was initially announced on January 16, 2024, and will involve a combination of stock and cash, bringing together Synopsys’ silicon design and IP solutions with Ansys’ simulation and analysis portfolio. This merger aims to create a leader in engineering solutions from silicon to systems, enabling faster innovation in AI-powered products.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158488

Filing Summary: On July 14, 2025, Synopsys, Inc. filed a Form 8-K to report a proposed transaction with Ansys. The document includes a press release marked as Exhibit 99.1 that discusses the anticipated timing and conditions of the merger. Key points include potential risks related to the completion of the transaction, legal proceedings, and the ability to integrate operations and product lines post-merger. Synopsys emphasizes that forward-looking statements made within the document are subject to uncertainties and should not be overly relied upon. Furthermore, it reminds readers that the information is not an offer to buy or sell securities and references regulatory filings that contain additional details concerning the merger.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125009060

Filing Summary: On March 17, 2025, Synopsys, Inc. issued $1 billion in Senior Notes due in 2027, 2028, 2030, 2032, 2035, and 2055 as part of financing for its planned acquisition of ANSYS, Inc. The aggregate principal amounts for the notes are $1 billion (2027 Notes), $1 billion (2028 Notes), $2 billion (2030 Notes), $1.5 billion (2032 Notes), $2.4 billion (2035 Notes), and $2.1 billion (2055 Notes). The notes will be subject to a special mandatory redemption if the acquisition is not completed by January 31, 2026, or if Synopsys elects not to pursue the merger. Interest rates on the notes range from 4.550% to 5.700%, with interest payable semi-annually beginning October 1, 2025. Additionally, Synopsys terminated $9.91 billion in commitments under a previous bridge facility meant to fund the Ansys Merger.

Form Type: 424B5

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007235

Filing Summary: Synopsys, Inc. is offering an aggregate principal amount of $10,000,000,000 of senior notes, which includes various series maturing between 2027 and 2055. The offering is intended to fund the proposed acquisition of ANSYS, Inc. Proceeds will also be used to pay transaction fees and to repay ANSYS' existing indebtedness. The notes will bear different interest rates and will be issued as unsecured obligations that rank equally with existing senior debt. An option for redemption exists, and there are conditions under which a special mandatory redemption will occur should the acquisition not be completed by specified deadlines. The offering is not contingent upon the acquisition's completion and there is a risk that the merger may not be fulfilled. The notes are being marketed globally, and their public offering price and underwriting details are outlined in the document.

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007237

Filing Summary: On March 3, 2025, Synopsys, Inc. entered into an underwriting agreement with BofA Securities, HSBC Securities (USA), and J.P. Morgan Securities for a public offering of senior notes totaling $8.1 billion. The notes consist of several tranches due between 2027 and 2055 with varying interest rates. The proceeds from this offering will primarily fund part of the cash portion for the acquisition of ANSYS, Inc., alongside covering related fees and repaying ANSYS’s existing debt. If a special mandatory redemption event occurs, proceeds from certain notes will be allocated towards general corporate purposes.

Form Type: DEF 14A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000088324125000008

Filing Summary: In fiscal 2024, Synopsys announced a transformational acquisition plan to acquire Ansys, aimed at enhancing integration of electronics and physics within their technology offerings, particularly in the realm of artificial intelligence. This acquisition is expected to broaden their total addressable market and strengthen their position in providing comprehensive design solutions. Financial results for fiscal 2024 were highlighted, showcasing record revenue of $6.1 billion, a significant increase of approximately 15% year-over-year. Key financial metrics included a GAAP operating margin of 22.1% and non-GAAP operating margin of 38.5%, along with a backlog of $8.1 billion. The document outlines future priorities and emphasizes commitment to sustainable growth, informed by the proposed integration of Ansys.