PITTSBURGH, Feb. 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, 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 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 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; (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; and (xvi)
failure to receive the approval of the stockholders of Ansys. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the proxy
statement/prospectus to be 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 will be,
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.
Important Information and Where to Find It
This
document relates to a proposed transaction between Synopsys and
Ansys. Synopsys will file a registration statement on Form S-4 with
the SEC, which will include a document that serves as a prospectus
of Synopsys and a proxy statement of Ansys referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all Ansys shareholders. Each party also will file other documents
regarding the proposed transaction with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by Synopsys or Ansys through the website maintained by the
SEC at www.sec.gov.
The documents filed by Synopsys with the SEC also may be
obtained free of charge at Synopsys' website at
https://investor.synopsys.com/overview/default.aspx or upon written
request to Synopsys at Synopsys, Inc., 675 Almanor Avenue,
Sunnyvale, California 94085,
Attention: Investor Relations Department. The documents filed by
Ansys with the SEC also may be obtained free of charge at Ansys'
website at https://investors.ansys.com/ or upon written request to
kelsey.debriyn@ansys.com.
Participants in Solicitation
Synopsys, Ansys and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Ansys'
shareholders in connection with the proposed transaction.
Information about Ansys' directors and executive officers and
their ownership of Ansys' common stock is set forth in Ansys' proxy
statement for its 2023 Annual Meeting of Shareholders on Schedule
14A filed with the SEC on March 28,
2023. To the extent that holdings of Ansys' securities have
changed since the amounts printed in Ansys' proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information about Synopsys'
directors and executive officers is set forth in Synopsys' proxy
statement for its 2023 Annual Meeting of Shareholders on Schedule
14A filed with the SEC on February 17,
2023 and Synopsys' subsequent filings with the SEC.
Additional information regarding the direct and indirect interests
of those persons and other persons who may be deemed participants
in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
This document is for
informational purposes only and is not intended to and shall not
constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
/ 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
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Investors
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Kelsey
DeBriyn
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724.820.3927
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kelsey.debriyn@ansys.com
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Media
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Mary Kate
Joyce
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724.820.4368
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marykate.joyce@ansys.com
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SOURCE Ansys