Synopsys, Inc. (NasdaqGS:SNPS) sent an draft agreement to acquire ANSYS, Inc. (NasdaqGS:ANSS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders on December 21, 2023. Synopsys, Inc. entered into a definitive agreement to acquire ANSYS, Inc. from BlackRock, Inc., The Vanguard Group, Inc. and other shareholders for $32.4 billion on January 15, 2024. Under the terms of the agreement, Ansys shareholders will receive $197.00 in cash and 0.3450 shares of Synopsys common stock for each ANSYS share. The implied per share consideration is $390.19 per share. Upon completion of the merger, Ansys equityholders and Synopsys equityholders are expected to own approximately 16.5% and 83.5%, respectively, of the combined company on a pro forma basis following the Effective Time. If the Merger is consummated, ANSYS Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended. Synopsys intends to fund the $19 billion of cash consideration through a combination of its cash on hand and debt financing. Synopsys has obtained $16 billion of fully committed debt financing. Upon termination of the merger agreement under specified circumstances, Synopsys will be required to pay Ansys a termination fee of $1.5 billion and Ansys will be required to pay Synopsys a termination fee of $950 million. Pursuant to the Merger Agreement, Synopsys and Ansys will mutually select two members of the board of directors of Ansys to become members of the board of directors of Synopsys at the Effective Time. On March 19, 2024, Synopsys and ANSYS mutually agreed to designate Ajei Gopal, the current President and Chief Executive Officer of Ansys, to become a member of the board of directors of Synopsys upon consummation of Synopsys? pending acquisition of Ansys and the second member will be determined at a later date based on mutual agreement of Synopsys and Ansys.

The completion of the merger is subject to certain closing conditions, including the adoption of the merger agreement by a majority of the holders of the outstanding shares of ANSYS Common Stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under other certain antitrust and foreign investment regimes, regulatory approvals, the absence of any order, injunction or law prohibiting the Merger, the effectiveness of the registration statement of Synopsys pursuant to which shares of Synopsys Common Stock to be issued in the Merger will be registered with the U.S. Securities and Exchange Commission (the ?SEC?), the shares of Synopsys Common Stock to be issued in the Merger being approved for listing on Nasdaq, the accuracy of the other party?s representations and warranties, subject to certain standards set forth in the Merger Agreement, compliance in all material respects with the other party?s obligations under the Merger Agreement, and the absence of a continuing material adverse effect with respect to each of Ansys and Synopsys. The Board of Directors of both Synopsys and ANSYS have unanimously approved the merger agreement. ANSYS Board unanimously recommends that Ansys stockholders vote for the merger. The special meeting of stockholders of ANSYS will be held on May 22, 2024. The parties anticipate the transaction to close in the first half of 2025. The transaction is expected to Be Accretive to Non-GAAP EPS within second full year post-close and substantially accretive thereafter.

Evercore Group L.L.C. is serving as financial advisor to Synopsys and Christopher R. Moore, Paul J. Shim and Benet J. O?Reilly of Cleary Gottlieb Steen & Hamilton LLP are serving as legal advisors. Qatalyst Partners LP is serving as financial advisor to Ansys and also rendered its fairness opinion to ANSYS board of directors. Mike Ringler, Andrew L. Foster, Raquel Fox, Nathan W. Giesselman, Page W. Griffin, Michael E. Leiter, Steven Messina, Joseph M. Rancour, Steven C. Sunshine and Peter Jones of Skadden, Arps, Slate, Meagher & Flom LLP and Stuart M. Cable of Goodwin Procter LLP are serving as legal advisors. Spencer Klein of Morrison Foerster advised Qatalyst Partners. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Evercore. Mackenzie Partners, Inc. acted as proxy solicitor to ANSYS for a fee of approximately $75,000, plus reimbursement for certain fees and expenses. American Stock Transfer & Trust Company acted as transfer agent to ANSYS. Qatalyst Partners and Skadden also provided due diligence services. Ansys has agreed to pay Qatalyst Partners a transaction fee that is estimated, based on the information available as of the date of announcement, at $110 million, $250,000 of which was payable upon the execution of the engagement letter, $5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the completion of the merger.