Synopsys said it entered into an Equity Purchase Agreement with Sapphire Software Buyer, Inc. on May 5, 2024, and will sell its Software Integrity business unit, subject to the satisfaction or waiver of customary closing conditions.

1. 01

   Synopsys said it entered into an Equity Purchase Agreement with Sapphire Software Buyer, Inc. on May 5, 2024, and will sell its Software Integrity business unit, subject to the satisfaction or waiver of customary closing conditions.

2. 02

   The company said the sale price totals up to $2.1 billion in cash, consisting of $1.5 billion payable at closing, $125 million payable in equal installments over 5 fiscal quarters, and up to $475 million.

3. 03

   The company said up to $475 million is payable when the Sponsors achieve a specified rate of return in connection with one or more potential liquidity transactions. The Sponsors are funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners.

4. 04

   The company said it currently expects the transaction to close in the second half of 2024, subject to customary closing conditions, including required regulatory approvals. It said its Board of Directors unanimously approved the transaction.

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Original filing

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