SUNNYVALE, Calif., Dec. 20,
2024 /PRNewswire/ -- Today, Synopsys issued the
following statement in response to the U.K. Competition and Markets
Authority's (CMA) recently published Phase 1 findings regarding
Synopsys' proposed acquisition of Ansys:
The CMA's Phase 1 announcement is an expected step in the UK
regulatory review process. We have already taken steps to address
all concerns raised by the CMA after their Phase 1 investigation.
For example, Synopsys previously announced plans to sell its
Optical Solutions business to Keysight, subject to the closing of
Synopsys' proposed acquisition of Ansys. We will continue our
constructive and collaborative engagement with the CMA in relation
to our proposed remedies.
Customers continue to express their overwhelming support for the
transaction. Together, Synopsys and Ansys can help drive innovation
across industries by addressing the rapidly increasing customer
need for system design solutions that provide a deeper integration
of EDA and Simulation and Analysis (S&A) software. We remain
confident in a positive resolution of the ongoing regulatory review
process, and we continue to expect the transaction to close in the
first half of 2025.
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 press release contains 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 the adoption of the merger agreement by the
stockholders of Ansys and 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 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 and the outcome of any
strategic review and any resulting proposed transactions, (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, electronics and artificial
intelligence industries, (xvi) the highly competitive industries
Synopsys and Ansys operate in, (xvii) actions by the U.S. or
foreign governments, such as the assessment of fines or 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.
