Synopsys Responds to U.K. Competition and Markets Authority's Phase 1
Announcement Regarding Ansys Acquisition
PR Newswire
SUNNYVALE, Calif., March 5, 2025
SUNNYVALE, Calif., March 5, 2025 /PRNewswire/ -- Today, Synopsys issued
the following statement in response to the U.K. Competition and Markets
Authority's (CMA) recently published decision regarding Synopsys'
proposed acquisition of Ansys:
We are pleased that the CMA has formally cleared the transaction in
Phase 1 subject to previously announced divestitures. We are continuing
our work to secure regulatory approval in other jurisdictions and expect
the transaction to close in the first half of 2025.
On the company's recent earnings call, Synopsys president and CEO
Sassine Ghazi underscored customer support for the pending transaction,
and stated:
"Our pending acquisition of Ansys will pave the way for new AI-powered
design solutions that fuse electronics and physics, giving R&D teams the
tools they need to ignite their future innovation."
About Synopsys
Catalyzing the era of pervasive intelligence, Synopsys, Inc. (Nasdaq:
SNPS) delivers trusted and comprehensive silicon to systems design
solutions, from electronic design automation to silicon IP and system
verification and validation. We partner closely with semiconductor and
systems customers across a wide range of industries to maximize their
R&D capability and productivity, powering innovation today that ignites
the ingenuity of tomorrow. Learn more at www.synopsys.com.
INVESTOR CONTACT:
Trey Campbell
Synopsys, Inc.
650-584-4289
Synopsys-ir@synopsys.com
EDITORIAL CONTACT:
Cara Walker
Synopsys, Inc.
650-584-5000
corp-pr@synopsys.com
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within
the meaning of the federal securities laws with respect to the proposed
transaction between Synopsys and Ansys, including, but not limited to,
statements regarding the anticipated timing of the closing thereof and
the pending regulatory approval of the proposed transaction. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and similar
expressions or the negatives of these words or other comparable
terminology to convey uncertainty of future events or outcomes.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and
uncertainties.
Many risks, uncertainties and other factors could cause actual future
events to differ materially from the forward-looking statements in this
communication, including, but not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, anticipated tax
treatment and unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, pricing trends, future
prospects, credit ratings, business and management strategies which may
adversely affect each of Synopsys' and Ansys' business, financial
condition, operating results and the price of their common stock, (ii)
the failure to satisfy the conditions to the consummation of the
proposed transaction, including, among other things, the receipt of
certain governmental and regulatory approvals on the terms expected, in
a timely manner, or at all, (iii) the risk that such regulatory
approvals may result in the imposition of conditions that could
adversely affect, following completion of the proposed transaction (if
completed), the combined company or the expected benefits of the
proposed transaction (including as noted in any forward-looking
financial information), (iv) uncertainties as to access to available
financing (including any future refinancing of Ansys' or the combined
company's debt) to consummate the proposed transaction upon acceptable
terms and on a timely basis or at all, (v) the occurrence of any event,
change or other circumstance that could give rise to the termination of
the Merger Agreement, (vi) the effect of the announcement or pendency of
the proposed transaction on Ansys' or Synopsys' business relationships,
competition, business, financial condition and operating results, (vii)
risks that the proposed transaction disrupts current plans and
operations of Ansys or Synopsys and the ability of Ansys or Synopsys to
retain and hire key personnel, (viii) risks related to diverting either
management team's attention from ongoing business operations of Ansys or
Synopsys, (ix) the outcome of any legal proceedings that may be
instituted against Ansys or Synopsys related to the Merger Agreement or
the proposed transaction, (x) the ability of Synopsys to successfully
integrate Ansys' operations and product lines, (xi) the ability of
Synopsys to implement its plans, forecasts, expected financial
performance and other expectations with respect to Ansys' business or
the combined business after the completion of the proposed transaction
and realize the benefits expected from the proposed transaction (if
completed) as well as manage the scope and size of the combined company,
(xii) the ability of Synopsys to manage additional debt and debt
covenants as well as successfully de-lever following the proposed
transaction, (xiii) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by the
proposed transaction, (xiv) uncertainty in the macroeconomic and
geopolitical environment and its potential impact on the semiconductor
and electronics industries, (xv) uncertainty in the growth of the
semiconductor and electronics industries, (xvi) the highly competitive
industries Synopsys and Ansys operate in, (xvii) actions by the U.S. or
foreign governments, such as the imposition of additional export
restrictions or tariffs, (xviii) consolidation among Synopsys' customers
and within the industries in which Synopsys operates, as well as
Synopsys' dependence on a relatively small number of large customers,
(xix) the evolving legal, regulatory and tax regimes under which Ansys
and Synopsys operate and (xx) restrictions during the pendency of the
proposed transaction that may impact Ansys' or Synopsys' ability to
pursue certain business opportunities or strategic transactions. These
risks, uncertainties and factors, as well as other risks associated with
the proposed transaction, are more fully discussed in the proxy
statement/prospectus filed with the SEC in connection with the proposed
transaction. While the list of risks, uncertainties and factors
presented here, and the list of risks presented in the proxy
statement/prospectus, is considered representative, no such list is
exhaustive. Unlisted risks, uncertainties and factors may present
significant additional obstacles to the realization of forward-looking
statements.
You should carefully consider the foregoing factors and the other risks
and uncertainties that affect the businesses of Synopsys and Ansys
described in the "Risk Factors" section of their respective Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents
filed by either of them from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. All forward-looking statements
by their nature address matters that involve risks and uncertainties,
many of which are beyond Synopsys' and Ansys' control, and are not
guarantees of future results. Readers are cautioned not to put undue
reliance on forward-looking statements, and Synopsys and Ansys assume no
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or
otherwise, unless required by law. Neither Synopsys nor Ansys gives any
assurance that either Synopsys or Ansys will achieve its expectations.
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