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Synopsys logoSynopsys SNPS

The company said it entered into a merger agreement with Ansys on January 15, 2024, under which each Ansys common share will be converted at the effective time into 0.3450 Synopsys common shares plus $197.00 in cash, without interest and subject to applicable withholding taxes.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it entered into a merger agreement with Ansys on January 15, 2024, under which each Ansys common share will be converted at the effective time into 0.3450 Synopsys common shares plus $197.00 in cash, without interest and subject to applicable withholding taxes.

  2. Synopsys said it expects Ansys shareholders to own about 16.5% and Synopsys shareholders about 83.5% of the combined company based on the exchange ratio, and it expects the deal to close in the first half of 2025.

  3. The company said it has received senior bridge term loan commitments of up to $16 billion from a group of banks to fund the cash consideration and related costs and expenses. It also said it would owe Ansys a termination fee of $1,500,000,000 under specified circumstances, including termination following an injunction under antitrust or foreign investment laws.

  4. In its press release, the company put the enterprise value at about $35 billion based on the closing price on December 21, 2023. It said it expects cost synergies of about $400 million in year 3 after closing and revenue synergies of about $400 million in year 4.

Summary

AI-written

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

Per-Share Merger Consideration for Ansys

The company said it entered into a merger agreement with Ansys on January 15, 2024, under which each Ansys common share will be converted at the effective time into 0.3450 Synopsys common shares plus $197.00 in cash, without interest and subject to applicable withholding taxes.

Source · Based on the filing body and exhibits

Expected Ownership and Closing Timing

Synopsys said it expects Ansys shareholders to own about 16.5% and Synopsys shareholders about 83.5% of the combined company based on the exchange ratio, and it expects the deal to close in the first half of 2025.

Source · Based on the filing body and exhibits

Bridge Loan and Termination Fee

The company said it has received senior bridge term loan commitments of up to $16 billion from a group of banks to fund the cash consideration and related costs and expenses. It also said it would owe Ansys a termination fee of $1,500,000,000 under specified circumstances, including termination following an injunction under antitrust or foreign investment laws.

Source · Based on the filing body and exhibits

Enterprise Value and Synergy Targets

In its press release, the company put the enterprise value at about $35 billion based on the closing price on December 21, 2023. It said it expects cost synergies of about $400 million in year 3 after closing and revenue synergies of about $400 million in year 4.

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.