Cleary Gottlieb is representing Synopsys Inc. (Synopsys) in its acquisition of ANSYS Inc. (Ansys) in a transaction that values Ansys at an enterprise value of approximately $35 billion based on the closing price of Synopsys common stock on December 21, 2023.
Under the terms of the merger agreement, Ansys shareholders will receive $197 in cash and 0.345 of a share of Synopsys common stock for each Ansys share and are expected to own approximately 16.5% of the combined company on a pro forma basis. Synopsys intends to fund the $19 billion of cash consideration through a combination of cash on hand and debt financing and has obtained $16 billion of fully committed debt financing.
The transaction was announced on January 16, 2024, and is expected to close in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals, and other customary closing conditions.
Synopsys is a global leader in electronic design automation and semiconductor IP and offers the industry’s broadest portfolio of application security testing tools and services.
Ansys develops simulation software with applications including sustainable transportation, advanced semiconductors, satellite systems, and life-saving medical devices.
For more information, please see the press release here.