Synopsys Responds to U.K. Competition and Markets Authority's Phase 1 
Announcement Regarding Ansys Acquisition 
 
 
   PR Newswire 
 
 
   SUNNYVALE, Calif., March 5, 2025 
 
 
   SUNNYVALE, Calif., March 5, 2025 /PRNewswire/ -- Today, Synopsys issued 
the following statement in response to the U.K. Competition and Markets 
Authority's $(CMA)$ recently published decision regarding Synopsys' 
proposed acquisition of Ansys: 
 
 
 
   We are pleased that the CMA has formally cleared the transaction in 
Phase 1 subject to previously announced divestitures. We are continuing 
our work to secure regulatory approval in other jurisdictions and expect 
the transaction to close in the first half of 2025. 
 
 
   On the company's recent earnings call, Synopsys president and CEO 
Sassine Ghazi underscored customer support for the pending transaction, 
and stated: 
 
 
   "Our pending acquisition of Ansys will pave the way for new AI-powered 
design solutions that fuse electronics and physics, giving R&D teams the 
tools they need to ignite their future innovation." 
 
   About Synopsys 
 
 
   Catalyzing the era of pervasive intelligence, Synopsys, Inc. (Nasdaq: 
SNPS) delivers trusted and comprehensive silicon to systems design 
solutions, from electronic design automation to silicon IP and system 
verification and validation. We partner closely with semiconductor and 
systems customers across a wide range of industries to maximize their 
R&D capability and productivity, powering innovation today that ignites 
the ingenuity of tomorrow. Learn more at www.synopsys.com. 
 
   INVESTOR CONTACT: 
 
   Trey Campbell 
 
   Synopsys, Inc. 
 
   650-584-4289 
 
 
   Synopsys-ir@synopsys.com 
 
   EDITORIAL CONTACT: 
 
   Cara Walker 
 
   Synopsys, Inc. 
 
   650-584-5000 
 
 
   corp-pr@synopsys.com 
 
 
   Cautionary Statement Regarding Forward-Looking Statements 
 
 
   This communication may contain certain forward-looking statements within 
the meaning of the federal securities laws with respect to the proposed 
transaction between Synopsys and Ansys, including, but not limited to, 
statements regarding the anticipated timing of the closing thereof and 
the pending regulatory approval of the proposed transaction. These 
forward-looking statements generally are identified by the words 
"believe," "project," "expect," "anticipate," "estimate," "intend," 
"strategy," "future," "opportunity," "plan," "may," "should," "will," 
"would," "will be," "will continue," "will likely result," and similar 
expressions or the negatives of these words or other comparable 
terminology to convey uncertainty of future events or outcomes. 
Forward-looking statements are predictions, projections and other 
statements about future events that are based on current expectations 
and assumptions and, as a result, are subject to risks and 
uncertainties. 
 
 
   Many risks, uncertainties and other factors could cause actual future 
events to differ materially from the forward-looking statements in this 
communication, including, but not limited to: (i) the completion of the 
proposed transaction on anticipated terms and timing, anticipated tax 
treatment and unforeseen liabilities, future capital expenditures, 
revenues, expenses, earnings, synergies, economic performance, 
indebtedness, financial condition, losses, pricing trends, future 
prospects, credit ratings, business and management strategies which may 
adversely affect each of Synopsys' and Ansys' business, financial 
condition, operating results and the price of their common stock, (ii) 
the failure to satisfy the conditions to the consummation of the 
proposed transaction, including, among other things, the receipt of 
certain governmental and regulatory approvals on the terms expected, in 
a timely manner, or at all, (iii) the risk that such regulatory 
approvals may result in the imposition of conditions that could 
adversely affect, following completion of the proposed transaction (if 
completed), the combined company or the expected benefits of the 
proposed transaction (including as noted in any forward-looking 
financial information), (iv) uncertainties as to access to available 
financing (including any future refinancing of Ansys' or the combined 
company's debt) to consummate the proposed transaction upon acceptable 
terms and on a timely basis or at all, (v) the occurrence of any event, 
change or other circumstance that could give rise to the termination of 
the Merger Agreement, (vi) the effect of the announcement or pendency of 
the proposed transaction on Ansys' or Synopsys' business relationships, 
competition, business, financial condition and operating results, (vii) 
risks that the proposed transaction disrupts current plans and 
operations of Ansys or Synopsys and the ability of Ansys or Synopsys to 
retain and hire key personnel, (viii) risks related to diverting either 
management team's attention from ongoing business operations of Ansys or 
Synopsys, (ix) the outcome of any legal proceedings that may be 
instituted against Ansys or Synopsys related to the Merger Agreement or 
the proposed transaction, (x) the ability of Synopsys to successfully 
integrate Ansys' operations and product lines, (xi) the ability of 
Synopsys to implement its plans, forecasts, expected financial 
performance and other expectations with respect to Ansys' business or 
the combined business after the completion of the proposed transaction 
and realize the benefits expected from the proposed transaction (if 
completed) as well as manage the scope and size of the combined company, 
(xii) the ability of Synopsys to manage additional debt and debt 
covenants as well as successfully de-lever following the proposed 
transaction, (xiii) risks associated with third party contracts 
containing consent and/or other provisions that may be triggered by the 
proposed transaction, (xiv) uncertainty in the macroeconomic and 
geopolitical environment and its potential impact on the semiconductor 
and electronics industries, (xv) uncertainty in the growth of the 
semiconductor and electronics industries, (xvi) the highly competitive 
industries Synopsys and Ansys operate in, (xvii) actions by the U.S. or 
foreign governments, such as the imposition of additional export 
restrictions or tariffs, (xviii) consolidation among Synopsys' customers 
and within the industries in which Synopsys operates, as well as 
Synopsys' dependence on a relatively small number of large customers, 
(xix) the evolving legal, regulatory and tax regimes under which Ansys 
and Synopsys operate and (xx) restrictions during the pendency of the 
proposed transaction that may impact Ansys' or Synopsys' ability to 
pursue certain business opportunities or strategic transactions. These 
risks, uncertainties and factors, as well as other risks associated with 
the proposed transaction, are more fully discussed in the proxy 
statement/prospectus filed with the SEC in connection with the proposed 
transaction. While the list of risks, uncertainties and factors 
presented here, and the list of risks presented in the proxy 
statement/prospectus, is considered representative, no such list is 
exhaustive. Unlisted risks, uncertainties and factors may present 
significant additional obstacles to the realization of forward-looking 
statements. 
 
 
   You should carefully consider the foregoing factors and the other risks 
and uncertainties that affect the businesses of Synopsys and Ansys 
described in the "Risk Factors" section of their respective Annual 
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents 
filed by either of them from time to time with the SEC. These filings 
identify and address other important risks and uncertainties that could 
cause actual events and results to differ materially from those 
contained in the forward-looking statements. Forward-looking statements 
speak only as of the date they are made. All forward-looking statements 
by their nature address matters that involve risks and uncertainties, 
many of which are beyond Synopsys' and Ansys' control, and are not 
guarantees of future results. Readers are cautioned not to put undue 
reliance on forward-looking statements, and Synopsys and Ansys assume no 
obligation and do not intend to update or revise these forward-looking 
statements, whether as a result of new information, future events, or 
otherwise, unless required by law. Neither Synopsys nor Ansys gives any 
assurance that either Synopsys or Ansys will achieve its expectations. 
 
 
 
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   SOURCE Synopsys, Inc. 
 
 
 
 
 
 

(END) Dow Jones Newswires

March 05, 2025 09:07 ET (14:07 GMT)