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Synopsys logoSynopsys SNPS

The company said it entered into an Agreement and Plan of Merger with Ansys, Inc. and its subsidiary ALTA Acquisition Corp. on January 15, 2024. If the merger is completed, Ansys will survive as a wholly owned subsidiary of Synopsys.

8-KRegulation FD DisclosureFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it entered into an Agreement and Plan of Merger with Ansys, Inc. and its subsidiary ALTA Acquisition Corp. on January 15, 2024. If the merger is completed, Ansys will survive as a wholly owned subsidiary of Synopsys.

  2. The company said it received a notice on May 14, 2024 from China's State Administration for Market Regulation stating that the deal is below China's merger notification thresholds but that the company is required to notify it. The company said it filed the notification on July 10, 2024.

  3. The company said it expects the transaction to close in the first half of 2025. This is subject to receipt of the required regulatory approvals and other customary closing conditions.

  4. The company said its Form S-4 registration statement (File No. 333-277912) was declared effective by the SEC on April 17, 2024. The company cited delays or conditions in regulatory approvals and the incomplete divestiture of its Software Integrity business as risk factors.

Summary

AI-written

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.

Synopsys Signs Merger Agreement to Acquire Ansys

The company said it entered into an Agreement and Plan of Merger with Ansys, Inc. and its subsidiary ALTA Acquisition Corp. on January 15, 2024. If the merger is completed, Ansys will survive as a wholly owned subsidiary of Synopsys.

Source · Based on the filing body and exhibits

China SAMR Notice and Filing

The company said it received a notice on May 14, 2024 from China's State Administration for Market Regulation stating that the deal is below China's merger notification thresholds but that the company is required to notify it. The company said it filed the notification on July 10, 2024.

Source · Based on the filing body and exhibits

Expected Closing Timing and Conditions

The company said it expects the transaction to close in the first half of 2025. This is subject to receipt of the required regulatory approvals and other customary closing conditions.

Source · Based on the filing body and exhibits

Form S-4 Effectiveness and Risk Factors

The company said its Form S-4 registration statement (File No. 333-277912) was declared effective by the SEC on April 17, 2024. The company cited delays or conditions in regulatory approvals and the incomplete divestiture of its Software Integrity business as risk factors.

Source · Based on the filing body and exhibits

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.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.