Filed by Ansys, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Ansys, Inc.; Synopsys, Inc.;
Commission File No.: 000-20853
Ansys to Release Fourth Quarter and FY 2023 Earnings on February 21, 2024
PITTSBURGH, PA February 1, 2024 /PRNewswire/ ANSYS, Inc. (NASDAQ: ANSS) announced today that the Company expects to
release its fourth quarter and FY 2023 earnings on Wednesday, February 21, 2024, after the market closes. In light of the pending transaction with Synopsys, Inc. (Synopsys), Ansys is suspending quarterly earnings conference calls and will no
longer be providing quarterly or annual guidance.
After the market closes on Wednesday, February 21, 2024, you can find the following information on
the investor section of our website at https://investors.ansys.com: the earnings press release and the 10-K filing.
/ Additional information: Synopsys to acquire Ansys
On
January 15, 2024, the Company entered into a definitive agreement with Synopsys under which Synopsys will acquire Ansys. 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, representing an enterprise value of $35.0 billion based on the closing price of Synopsys common stock on December 21, 2023. The transaction is anticipated to close in the first half of 2025, subject to approval
by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions. Bringing together Synopsys pioneering semiconductor electronic design automation with Ansys broad simulation and analysis
portfolio will create a leader in silicon to systems design solutions.
Ansys Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Ansys current expectations, estimates and projections about the expected date of closing
of the proposed transaction and the potential benefits thereof, its business and industry, managements beliefs and certain assumptions made by Ansys and Synopsys, all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, could,
seek, see, will, may, would, might, potentially, estimate, continue, expect, target, similar expressions or the
negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control,
and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you
should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Ansys and Synopsys businesses and other conditions to the completion of the
transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Ansys and Synopsys; (iii) Ansys ability to
implement its business strategy; (iv) pricing trends, including Ansys and Synopsys ability to achieve economies of scale; (v) potential litigation relating to the proposed transaction that could be instituted against Ansys,
Synopsys or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Ansys or Synopsys business, including current plans and operations; (vii) the ability of Ansys or Synopsys to retain
and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Synopsys common
stock; (x) legislative, regulatory and economic developments affecting Ansys and Synopsys businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under
which Ansys and Synopsys operate; (xiii) potential business uncertainty, including
Ansys to Release Fourth
Quarter and FY 2023 Earnings Results on February 21, 2024 After Market Close // 1