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Synopsys | 425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC announcement ·  Jan 16 00:00
Summary by Moomoo AI
On January 16, 2024, Synopsys, Inc. announced its acquisition of ANSYS, Inc. for approximately $35 billion, a strategic move to create a leader in silicon to systems design solutions. This acquisition combines Synopsys' expertise in semiconductor electronic design automation (EDA) with ANSYS' extensive simulation and analysis portfolio, aiming to deliver a comprehensive and integrated approach to innovation across various industries. The transaction is expected to advance Synopsys' Silicon to Systems strategy, building on a seven-year strategic partnership with ANSYS. Financially, Synopsys anticipates the deal to continue its industry-leading, double-digit growth and expects to see an increase in its total addressable market (TAM) to about $28 billion, growing at an estimated 11% CAGR. The company also projects an expansion in Non-GAAP Operating...Show More
On January 16, 2024, Synopsys, Inc. announced its acquisition of ANSYS, Inc. for approximately $35 billion, a strategic move to create a leader in silicon to systems design solutions. This acquisition combines Synopsys' expertise in semiconductor electronic design automation (EDA) with ANSYS' extensive simulation and analysis portfolio, aiming to deliver a comprehensive and integrated approach to innovation across various industries. The transaction is expected to advance Synopsys' Silicon to Systems strategy, building on a seven-year strategic partnership with ANSYS. Financially, Synopsys anticipates the deal to continue its industry-leading, double-digit growth and expects to see an increase in its total addressable market (TAM) to about $28 billion, growing at an estimated 11% CAGR. The company also projects an expansion in Non-GAAP Operating Margin and Unlevered Free Cash Flow margins in the first full year post-closing. Synopsys has identified potential cost and revenue synergies, with revenue synergies expected to exceed $1 billion annually in the long term. The transaction, structured with a mix of cash and stock, values ANSYS shares at a premium of approximately 29% based on the closing price of Synopsys stock as of December 21, 2023. Synopsys plans to fund the cash portion of the acquisition through a combination of cash on hand and $16 billion of fully committed debt financing. The deal is anticipated to close in the first half of 2025, subject to Ansys shareholder approval, regulatory approvals, and other customary closing conditions. Ansys shareholders are expected to own about 16.5% of the combined company on a pro forma basis post-transaction.

This announcement is a separate document:

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