Annuncio • Jul 17
Synopsys, Inc. (NasdaqGS:SNPS) Completed the acquisition of ANSYS, Inc. (NasdaqGS:ANSS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders $35 billion.
Synopsys, Inc. (NasdaqGS:SNPS) entered into a definitive agreement to acquire ANSYS, Inc. (NasdaqGS:ANSS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders for $32.6 billion on January 15, 2024. Under the terms of the agreement, Ansys shareholders will receive $197.00 in cash and 0.3450 shares of Synopsys common stock for each ANSYS share. The implied per share consideration is $390.19 per share. Upon completion of the merger, Ansys equity holders and Synopsys equity holders are expected to own approximately 16.5% and 83.5%, respectively, of the combined company. If the Merger is consummated, ANSYS Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended. Synopsys intends to fund the $19 billion of cash consideration through a combination of its cash on hand and debt financing. On January 15, 2024, Synopsys entered into the Bridge Commitment Letter with certain financial institutions that committed to provide, subject to the satisfaction of customary closing conditions, the Bridge Commitment for an aggregate principal amount of up to $11.7 billion. The proceeds of any borrowing under the Bridge Commitment will be used for the purpose of financing a portion of the cash consideration to be paid in the transaction. On February 13, 2024, Synopsys entered into the term loan agreement in connection with the financing of the pending Ansys Merger. The term loan Agreement provides the ability to borrow up to $4.3 billion at the closing of the Ansys Merger. Upon termination of the merger agreement under specified circumstances, Synopsys will be required to pay Ansys a termination fee of $1.5 billion and Ansys will be required to pay Synopsys a termination fee of $950 million. Pursuant to the merger agreement, Synopsys and Ansys will mutually select two members of the board of directors of Ansys to become members of the board of directors of Synopsys at the Effective Time. On March 19, 2024, Synopsys and ANSYS mutually agreed to designate Ajei Gopal, the current President and Chief Executive Officer of Ansys, to become a member of the board of directors of Synopsys upon consummation of Synopsys’ pending acquisition of Ansys and the second member will be determined at a later date based on mutual agreement.
The completion of the merger is subject to certain closing conditions, including the adoption of the merger agreement by a majority of the holders of the outstanding shares of ANSYS Common Stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under other certain antitrust and foreign investment regimes, regulatory approvals, the absence of any order, injunction or law prohibiting the Merger, the effectiveness of the registration statement of Synopsys pursuant to which shares of Synopsys Common Stock to be issued in the Merger will be registered with the U.S. Securities and Exchange Commission, the shares of Synopsys Common Stock to be issued in the Merger being approved for listing on Nasdaq, the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, compliance in all material respects with the other party’s obligations under the Merger Agreement, and the absence of a continuing material adverse effect with respect to each of Ansys and Synopsys. The Board of Directors of both Synopsys and ANSYS have unanimously approved the merger agreement. ANSYS Board unanimously recommends that Ansys stockholders vote for the merger. 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. The special meeting of stockholders of ANSYS will be held on May 22, 2024. ANSYS shareholders approved the transaction on May 22, 2024. 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 parties anticipate the transaction to close in the first half of 2025. The transaction is expected to Be Accretive to Non-GAAP EPS within second full year post-close and substantially accretive thereafter. As of October 9, 2024, the transaction has received foreign direct investment approvals for the proposed transaction in nearly all of the relevant jurisdictions, and received unconditional clearance from the Israeli Competition Authority. As of October 25, 2024, CMA announced the launch of its merger inquiry by notice to the Parties and has a deadline of 20 December 2024 for its phase 1 decision. On 31 December 2024, the Parties offered undertakings in lieu of a reference to the CMA, which involve the divestment of Ansys' power consumption analysis product for digital chips, namely PowerArtist and Synopsys' Optical Solutions Group, comprising Synopsys' global optics and photonics software business. As part of efforts to secure regulatory approval for the deal, Ansys earlier agreed to sell its PowerArtist business to electronic design and test solutions specialist Keysight Technologies Inc. As of January 9, 2025, Synopsys welcomed CMA's provisional approval of the proposed remedies and noted that it continues to expect that the transaction will close in the first half of 2025. On January 10, 2025, European Commission has approved its proposed acquisition of Ansys in Phase 1. As of February 12, 2025, CMA is consulting on proposed undertakings in lieu of a reference to a phase 2 investigation for the anticipated acquisition by Synopsys, Inc. of ANSYS, Inc. As of March 20, 2025, The Fair Trade Commission conditionally approved the merger. As per the announcement dated May 28, 2025, The Federal Trade Commission will require that Synopsys and Ansys divest certain assets to address anticompetitive concerns. Synopsys will sell its optical software tools, and Ansys will divest its PowerArtist power consumption analysis tool to Keysight Technologies, Inc. As of June 30, 2025, Synopsys and Ansys announced they have already received merger clearance in every jurisdiction other than China based on the merits of our transaction and the significant benefits it is expected to bring to all our stakeholders and the future of technology innovation. As of July 14, 2025 China's market regulator has conditionally approved the acquisition.
Evercore Group L.L.C. is serving as financial advisor to Synopsys and Christopher R. Moore, Paul J. Shim and Benet J. O’Reilly of Cleary Gottlieb Steen & Hamilton LLP are serving as legal advisors. Qatalyst Partners LP is serving as financial advisor to Ansys and also rendered its fairness opinion to ANSYS board of directors. Mike Ringler, Andrew L. Foster, Raquel Fox, Nathan W. Giesselman, Page W. Griffin, Michael E. Leiter, Steven Messina, Joseph M. Rancour, Steven C. Sunshine and Peter Jones of Skadden, Arps, Slate, Meagher & Flom LLP and Stuart M. Cable, Lisa R. Haddad and James Ding of Goodwin Procter LLP are serving as legal advisors. Spencer Klein of Morrison Foerster advised Qatalyst Partners. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Evercore. Mackenzie Partners, Inc. acted as proxy solicitor to ANSYS for a fee of approximately $75,000, plus reimbursement for certain fees and expenses. American Stock Transfer & Trust Company acted as transfer agent to ANSYS. Qatalyst Partners and Skadden also provided due diligence services. Ansys has agreed to pay Qatalyst Partners a transaction fee that is estimated.
Synopsys, Inc. (NasdaqGS:SNPS) Completed the acquisition of ANSYS, Inc. (NasdaqGS:ANSS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders for $35 billion on July 17, 2024. Former Ansys president, Chief Executive Officer, and board member Ajei Gopal and former Ansys board member Ravi Vijayaraghavan are joining Synopsys' board of directors, effective immediately.