Represents Key Milestone Toward Completion of Transaction
with Synopsys
PITTSBURGH, May 22, 2024
/PRNewswire/ -- ANSYS, Inc. (NASDAQ: ANSS) announced that at
the special meeting of stockholders (the "Special Meeting") held
earlier today, its stockholders voted to approve the proposed
acquisition of Ansys by Synopsys, Inc. (NASDAQ: SNPS). Under the
terms of the merger agreement, Ansys stockholders will receive
$197.00 in cash and 0.3450 shares of
Synopsys common stock for each Ansys share they own, representing
an enterprise value of approximately $35
billion based on the closing price of Synopsys common stock
on December 21, 2023.
At the Special Meeting, approximately 98.7% of the shares voted
were voted in favor of the transaction, which represented
approximately 83.8% of the total outstanding shares of Ansys common
stock as of April 9, 2024, the record
date for voting at the Special Meeting.
"Our stockholders overwhelming approved our merger with Synopsys
because they recognize that this is a transformative combination
that will create a leader in silicon-to-systems design solutions,"
said Ajei Gopal, Ansys president and CEO. "The combination of Ansys
and Synopsys will help to reshape the products we use every day,
and create new opportunities for Ansys customers, partners and
employees. This is an important milestone toward completing the
transaction, and we remain focused on obtaining the required
approvals to close."
Ansys anticipates filing the final vote results for the Special
Meeting, as certified by the independent Inspector of Election, on
a Form 8-K with the U.S. Securities and Exchange Commission within
four business days of the Special Meeting. The transaction is
anticipated to close in the first half of 2025, subject to
satisfaction or waiver of all other closing conditions, including
receipt of outstanding regulatory approvals.
Cautionary Note 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, management's 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 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 changes to existing business relationships,
during the pendency of the transaction that could affect Ansys' or
Synopsys' financial performance; (xiv) restrictions during the
pendency of the proposed transaction that may impact Ansys' or
Synopsys' ability to pursue certain business opportunities or
strategic transactions; and (xv) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Ansys' and
Synopsys' response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the proxy
statement/prospectus filed with the U.S. Securities and Exchange
Commission in connection with the proposed transaction. While the
list of factors presented here is, and the list of factors
presented in the proxy statement/prospectus are considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on Ansys' or Synopsys' consolidated
financial condition, results of operations, or liquidity. Neither
Ansys nor Synopsys assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
/ About Ansys
Our Mission: Powering Innovation that Drives Human
Advancement™
When visionary companies need to know how their world-changing
ideas will perform, they close the gap between design and reality
with Ansys simulation. For more than 50 years, Ansys software has
enabled innovators across industries to push boundaries by using
the predictive power of simulation. From sustainable transportation
to advanced semiconductors, from satellite systems to life-saving
medical devices, the next great leaps in human advancement will be
powered by Ansys.
Ansys and any and all ANSYS, Inc. brand, product, service and
feature names, logos and slogans are registered trademarks or
trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All
other brand, product, service and feature names or trademarks are
the property of their respective owners.
ANSS–F
/ Contacts
Investors
|
Kelsey
DeBriyn
|
|
724.820.3927
|
|
kelsey.debriyn@ansys.com
|
|
|
Media
|
Mary Kate
Joyce
|
|
724.820.4368
|
|
marykate.joyce@ansys.com
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/ansys-stockholders-approve-transaction-with-synopsys-302153351.html
SOURCE Ansys