Synopsys to acquire Ansys for 0.345 shares plus $197 cash per share

SYNOPSYS INC

Each Ansys share converts to 0.3450 Synopsys shares and $197 cash; Ansys shareholders to own ~16.5% of combined company.
Synopsys secured up to $16B in bridge loan financing from JPMorgan, Bank of America, HSBC to fund cash portion.
Transaction expected to close in first half of 2025; subject to Ansys shareholder vote, antitrust approvals, and other conditions.
Termination fee: Synopsys pays $1.5B if Merger blocked by antitrust injunction; Ansys pays $950M if it accepts superior offer.
Ansys board to recommend adoption; Synopsys board unanimously approved; two Ansys directors to join Synopsys board.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SYNOPSYS INC entered into Agreement and Plan of Merger with ANSYS, Inc. (effective 2024-01-15).

Action: entry
Agreement: merger
Counterparty: ANSYS, Inc.
Effective: 2024-01-15

Exact text from the filing

On January 15, 2024, Synopsys, Inc. (“ Synopsys ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Synopsys, ANSYS, Inc., a Delaware corporation (“ Ansys ”), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (“ Merger Sub ”).

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SYNOPSYS INC filing history →

Source: SEC EDGAR

accession 0001193125-24-008120

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