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Synopsys, Inc. (NASDAQ:SNPS) has completed its acquisition of Ansys, Inc. (NASDAQ:ANSS), according to a press release statement based on a Form 8-K filing with the Securities and Exchange Commission. The transaction closed Thursday, with Ansys becoming a wholly owned subsidiary of Synopsys. The acquisition target boasts impressive financial metrics, including a 92.48% gross profit margin and a "GOOD" overall financial health score according to InvestingPro data.
As part of the merger agreement, each outstanding share of Ansys common stock was converted into the right to receive 0.3399 shares of Synopsys common stock and $199.91 in cash, subject to applicable withholding taxes. No fractional Synopsys shares will be issued; instead, cash will be paid in lieu of any fractional shares.
The aggregate number of Synopsys shares issued in connection with the merger was adjusted to ensure it did not exceed 19.9999% of Synopsys’ shares outstanding immediately before the merger. The cash portion of the consideration was correspondingly increased.
In connection with the completion of the merger, Ansys repaid and terminated its existing credit agreement, which previously provided for a $755 million unsecured term loan facility and a $500 million unsecured revolving facility, both of which would have matured in 2027. The company did not incur any penalties for the prepayment or termination.
Following the merger, Ansys notified the Nasdaq Stock Market that its common stock would be withdrawn from listing and trading suspended prior to the market opening Thursday. Ansys intends to file for deregistration of its common stock with the SEC, and its reporting obligations under the Securities Exchange Act will be suspended. Prior to the delisting, Ansys demonstrated strong financial performance with revenue growth of approximately 16% over the last twelve months and maintained a healthy current ratio of 3.66, indicating solid liquidity management.
All members of the Ansys board of directors and its officers resigned at the time of the merger, with the directors and officers of the Synopsys acquisition subsidiary assuming those roles. The certificate of incorporation and bylaws of Ansys were also amended and restated.
Synopsys funded the cash consideration for the transaction through a combination of its cash on hand and debt financing. With Ansys’s market capitalization of $32.9 billion and seven analysts recently revising earnings estimates upward, InvestingPro subscribers have access to dozens more key metrics and insights about this significant merger. Unlock comprehensive analysis and exclusive financial data to make informed investment decisions.
This article is based on a press release statement and information disclosed in a Form 8-K filing with the SEC.
In other recent news, Synopsys, Inc. has received all necessary regulatory approvals to proceed with its acquisition of ANSYS , Inc., with the transaction expected to close around July 17, 2025. The deal, which combines Synopsys’ silicon design solutions with Ansys’ simulation software, aims to create a leader in engineering solutions. Meanwhile, China’s State Administration for Market Regulation has conditionally approved the acquisition, with stipulations on customer contracts, marking a significant regulatory step for the transaction. The merger awaits final approval from Chinese regulators, which remains the last hurdle for the companies to clear. Additionally, The Trade Desk (NASDAQ:TTD) is set to join the S&P 500 index, replacing ANSYS. This inclusion is expected to provide The Trade Desk with greater visibility and liquidity. Meanwhile, ANSYS shareholders recently elected directors and approved Deloitte & Touche LLP as their independent auditor for fiscal year 2025. These developments reflect significant changes in the market landscape for these companies.
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