January 26, 2024 | Technology | North America | Active

Ansys / Synopsys: Deal Insight

On 16-Jan-24, Synopsys, a chip design software developer, reached an agreement to acquire Ansys, a business and consumer software developer, through a cash and stock transaction. The mixed consideration consists of $197 in cash plus 0.345 Synopsys shares for each Ansys share. Based on the previous day’s close (12-Jan-24), the deal valued Ansys’ shares at $367.57, reflecting a mild, one-day premium of 6.1%. On 22-Dec-23, Reuters had reported that the companies were in talks, so, based on undisturbed prices on 21-Dec-23, the takeover premium was 28.7%. At closing, Ansys shareholders will own 16.5% of the merged entity, while Synopsys shareholders will retain the remaining 83.5%. The deal requires approval from Ansys shareholders (50%), but a Synopsys shareholder vote is not required. Regulatory conditions include HSR (notification by 30-Jan-24), as well as specific antitrust and foreign investment approvals. The companies must also make appropriate notifications under the National Industrial Security Program Operating Manual (NISPOM) Rule, which involves notifying the Defense Counterintelligence and Security Agency (DCSA). A notable amendment to the NISPOM Rule, proposed by the Defense Department on 13-Dec-23 (comment period ends 12-Feb-24), seeks to address the protection and reproduction of classified information for contractors operating under a special security agreement. A reasonable best efforts clause in the merger agreement requires the companies to ...

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