Cadence said it entered into a Share Purchase Agreement on March 2, 2024 with the shareholders of BETA CAE Systems International AG to buy their entire issued share capital. The purchase price is based on an enterprise value of $1.24 billion.

1. 01

   Cadence said it entered into a Share Purchase Agreement on March 2, 2024 with the shareholders of BETA CAE Systems International AG to buy their entire issued share capital. The purchase price is based on an enterprise value of $1.24 billion.

2. 02

   BETA CAE said the purchase consideration will be paid 60% in cash and 40% in Cadence common stock with a par value of $0.01. The cash consideration is subject to customary purchase price adjustments and holdback and escrow arrangements. The company said it plans to fund the cash through cash on hand and borrowings under existing and new debt facilities.

3. 03

   The company said completion is conditioned on the expiration or termination of the Hart-Scott-Rodino waiting period and on approvals under antitrust and foreign direct investment laws in certain other jurisdictions. It said completion is currently expected in Q2 2024.

4. 04

   The company said that if required regulatory approvals are not obtained by May 31, 2024, either party may terminate the agreement. With two automatic extensions, the Longstop Date is November 29, 2024. If the deal is terminated for failure to obtain approvals, the company said it would have to pay a reverse termination fee of up to $60 million.

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.