ANSYS, Inc. Signs Definitive Agreement to Acquire Ansoft Corporation,
to Broaden Its Capabilities as a Global Innovator of Simulation
Software
ANSYS, Inc. (Nasdaq:ANSS), a global innovator of simulation software
and technologies designed to optimize product development processes,
and Ansoft Corporation (Nasdaq:ANST), a global provider of Electronic
Design Automation (EDA) software, have announced that they have
signed a definitive agreement whereby ANSYS will acquire Ansoft for a
purchase price of approximately $832 million in a mix of cash and
ANSYS common stock. The strategic, complementary business combination
of ANSYS and Ansoft will create the leading provider of
'best-in-class' simulation capabilities, with combined trailing
12-month revenues of $485 million. When completed, ANSYS currently
anticipates that the transaction will be modestly accretive to
non-GAAP earnings per share in its first full year of combined
operations.
Under the terms of the definitive agreement, which was unanimously
approved by the Boards of Directors of both companies, Ansoft
stockholders will receive $16.25 in cash and 0.431882 shares of ANSYS
common stock for each outstanding Ansoft share. Based on the
10-trading day trailing average closing price of ANSYS common stock,
the implied value is $32.50 per Ansoft share. ANSYS will issue an
aggregate of approximately 11.3 million shares of its common stock
and pay an aggregate of approximately $416 million in cash in the
transaction. ANSYS intends to fund the cash portion of the
transaction with approximately $70 million of cash on-hand from the
combined organization and approximately $346 million from the
proceeds of a $450 million unsecured senior term loan credit
facility. ANSYS' current lender, Bank of America, N.A., has committed
to fully underwriting the credit facility and Banc of America
Securities LLC has agreed to act as lead arranger. The pricing of the
senior credit facility is tier-based with limited market flexibility
on yields and structure to facilitate its syndication. The
transaction, currently anticipated to close in the second calendar
quarter of 2008, is subject to customary closing conditions,
including approval by the Ansoft stockholders. In connection with the
execution of the definitive agreement, certain Ansoft stockholders,
who collectively beneficially own approximately 16% of Ansoft,
entered into voting agreements agreeing to vote for the proposed
transaction. Upon the closing of the transaction, Ansoft stockholders
will own approximately 12% of the combined company on a pro forma
basis. After the closing, Ansoft will become a wholly-owned
subsidiary of ANSYS and Ansoft common stock will cease trading on
NASDAQ.
Ansoft is a leading developer of high-performance EDA software. The
software is based on more than 25 years of research and development
by world-renowned experts in electromagnetics, circuit and system
simulation. Engineers use Ansoft products to simulate
high-performance electronics designs found in mobile communication
and Internet devices, broadband networking components and systems,
integrated circuits, printed circuit boards and electromechanical
systems. The company's products are used by blue chip companies as
well as small- and medium-sized enterprises around the world. To
date, Ansoft has had a relatively small presence in Europe. However,
as a leading simulation software provider both in Europe and
worldwide, ANSYS is in a position to potentially significantly
increase sales of Ansoft software products in Europe.
The acquisition of Ansoft is ANSYS' first foray into the broader EDA
software industry and will enhance the breadth, functionality,
usability and interoperability of the combined ANSYS portfolio of
engineering simulation solutions. The combination is expected to
increase operational efficiency and lower design and engineering
costs for customers, and accelerate development and delivery of new
and innovative products to the marketplace. The complementary
combination of Ansoft's and ANSYS' software products and services is
expected to give ANSYS one of the most complete, independent
engineering simulation software offerings in the industry,
reaffirming and strengthening ANSYS' commitment to open interface and
flexible simulation solutions that are primarily driven by customer
demand, flexibility and choice. With over 40 direct sales offices and
21 development centers on three continents, the combined company will
employ approximately 1,700 people.
"We are very excited about the state-of-the-art technologies that
Ansoft adds to ANSYS' simulation capabilities," said James E. Cashman
III, President and Chief Executive Officer of ANSYS. "Both companies
have a strong commitment to their customers and employees, and share
a passion for the development of innovative products and services and
a history of world-class execution. This combination will further
strengthen these values and will allow us to better serve our
customers by accelerating the delivery of comprehensive,
customer-driven engineering simulation solutions and by enabling us
to provide high quality support throughout the world. We see this as
an opportunity to add highly complementary physics that address the
convergence of mechanical and electrical engineering product design
and development. We are also excited about bringing two great
Pittsburgh-based companies together to create an exciting opportunity
for aspiring engineers, computer scientists and professionals to join
us in our mission to democratize the use of simulation across the
globe.
"The simulation technologies that Ansoft adds complement and broaden
the existing ANSYS portfolio of simulation solutions, enabling the
combined company to deliver the integration, efficiency,
functionality and interoperability required by customers across a
broad range of industries and applications. With trailing 12-month
revenues ending January 31, 2008 of $98 million, Ansoft brings a
combination of new software revenue growth and strong operating
margins. Ansoft's solid revenue and customer base, combined with its
profitability, should enable the transaction to be modestly accretive
to non-GAAP earnings per share in our first full year of combined
operations and accretive beyond that," stated Cashman.
"This merger brings together two great companies with a shared vision
and strong engineering focus," said Dr. Zoltan J. Cendes, the
founder, Chairman of the Board and Chief Technology Officer of
Ansoft. "The combination of our R&D teams, complementary
technological strengths and our commitment to quality will enhance
our ability to deliver comprehensive, innovative, world-class
simulation software technologies that customers demand." In
conjunction with this transaction, Dr. Cendes will join ANSYS' Board
of Directors following the closing of the transaction.
"The combination of Ansoft's extensive portfolio of electromagnetics,
circuit and systems simulation solutions with ANSYS' existing
simulation capabilities creates a 'best of breed' company that will
continue to lead the evolution and innovation of engineering
simulation by enabling customers to improve their product development
processes, eliminate physical prototypes, reduce time-to-market for
new products and improve product innovation and performance," said
Nicholas Csendes, President and Chief Executive Officer of Ansoft.
Integration
The two Pittsburgh-based companies are developing integration plans
that leverage and build on the cultural similarities and the best
practices from each team. ANSYS will provide additional details
relative to the acquisition and integration activities subsequent to
the closing of the transaction.
Due to the absence at this time of estimates of the
acquisition-related impact of purchase accounting adjustments,
including the allocation of the purchase price among goodwill,
in-process R&D, other intangibles and equity-based compensation
expenses related to SFAS 123R, ANSYS is currently unable to provide
GAAP estimates on future earnings. The company intends to provide
updated GAAP and non-GAAP financial guidance after the closing of the
transaction.
21st NASDAQ Conference, London, 20th May
ANSYS President and CEO, Jim Cashman, will be presenting at the 21st
NASDAQ Investor Conference on the morning of 20th May at 11:45 BST.
The event will take place at the Andaz Hotel on Liverpool Street. For
more information on how to attend, please contact Sarah Wilson at
Sarah.Wilson@nasdaqomx.com.
An archived recording of a webcast held by ANSYS announcing the
Ansoft acquisition can be accessed, along with other financial
information, on the ANSYS website at
http://www.ansys.com/corporate/investors.asp.
Advisors
In connection with the transaction, Deutsche Bank Securities Inc. is
acting as exclusive financial advisor to Ansoft, and Wilson Sonsini
Goodrich & Rosati, Professional Corporation is acting as legal
counsel. Goodwin Procter LLP is acting as legal counsel to ANSYS.
About ANSYS, Inc.
ANSYS, Inc., founded in 1970, develops and globally markets
engineering simulation software and technologies widely used by
engineers and designers across a broad spectrum of industries. ANSYS
focuses on the development of open and flexible solutions that enable
users to analyze designs directly on the desktop, providing a common
platform for fast, efficient and cost-conscious product development,
from design concept to final-stage testing and validation. ANSYS and
its global network of channel partners provide sales, support and
training for customers. Headquartered in Canonsburg, Pennsylvania,
U.S.A., with more than 40 strategic sales locations throughout the
world, ANSYS and its subsidiaries employ approximately 1,400 people
and distribute ANSYS products through a network of channel partners
in over 40 countries. Visit http://www.ansys.com for more
information.
The ANSYS, Inc. logo is available at
http://www.primenewswire.com/newsroom/prs/?pkgid=4883
About Ansoft Corporation
Ansoft Corporation is a leading developer of high performance EDA
software. The software is based on more than twenty-five years of
research and development from the world's leading experts in
electromagnetics, circuit, and system simulation. Companies
throughout the world rely on Ansoft's software to achieve first-pass
system success when designing mobile communication and Internet
devices, broadband networking components and systems, integrated
circuits (ICs), printed circuit boards (PCBs) and electromechanical
systems. Headquartered in Pittsburgh, Pennsylvania, U.S.A., with
locations throughout the world, Ansoft and its subsidiaries employ
approximately 300 people. Visit http://www.ansoft.com for more
information.
The Ansoft logo is available at
http://www.primenewswire.com/newsroom/prs/?pkgid=4884
Important Additional Information to be Filed with the SEC
In connection with the merger, ANSYS has filed with the SEC a
registration statement on Form S-4, which includes a preliminary
prospectus/proxy statement of ANSYS and Ansoft and other relevant
materials in connection with the proposed transactions. Investors and
security holders of ANSYS and Ansoft are urged to read the
preliminary prospectus/proxy statement and the final proxy/prospectus
and the other relevant materials when they become available because
they will contain important information about ANSYS, Ansoft and the
proposed transaction. The preliminary prospectus/proxy statement, the
final prospectus/proxy statement and other relevant materials (when
they become available), and any and all documents filed by ANSYS or
Ansoft with the SEC, may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by ANSYS by
directing a written request to ANSYS, Inc., Southpointe, 275
Technology Drive, Canonsburg, Pennsylvania 15317, Attention: Investor
Relations. Investors and security holders may obtain free copies of
the documents filed with the SEC by Ansoft by directing a written
request to Ansoft Corporation, 225 West Station Square Drive, Suite
200, Pittsburgh, PA 15219, Attention: Investor Relations. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
PROSPECTUS/PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS, AND THE
FINAL PROSPECTUS/PROXY AND OTHER RELATIVE MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTIONS.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
ANSYS, Ansoft and their respective executive officers, directors and
trustees may be deemed to be participants in the solicitation of
proxies from the security holders of Ansoft in connection with the
merger. Information about the executive officers and directors of
ANSYS and their ownership of ANSYS common stock is set forth in the
proxy statement for ANSYS' 2008 Annual Meeting of Stockholders, which
was filed with the SEC on April 3, 2008. Information about the
executive officers and directors of Ansoft and their ownership of
Ansoft common stock is set forth in the proxy statement for Ansoft's
2007 Annual Meeting of Stockholders, which was filed with the SEC on
July 26, 2007. Investors and security holders may obtain additional
information regarding the direct and indirect interests of ANSYS,
Ansoft and their respective executive officers, directors and
trustees in the merger by reading the prospectus/proxy statement
referred to above.
Forward Looking Information
Certain statements contained in the press release regarding matters
that are not historical facts, including statements regarding the
parties' ability to consummate the proposed transaction and timing
thereof, expectations that the proposed acquisition, if completed,
should be modestly accretive to non-GAAP earnings per share, and
statements regarding the impact of the pending acquisition, the
projected growth in the CAE industry, the combined company's ability
to deliver customer-driven engineering simulation solutions and the
ability of the combined company to lead the evolution and innovation
of engineering simulation, are "forward-looking" statements (as
defined in the Private Securities Litigation Reform Act of 1995).
Because such statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied
by such forward-looking statements. All forward-looking statements in
this press release are subject to risks and uncertainties. These
include the risk that the acquisition of Ansoft may not be
consummated, the risk that the business of ANSYS and Ansoft may not
be combined successfully or such combination may take longer or cost
more to accomplish than expected, the risk that the pricing of the
senior credit facility will be less favorable than ANSYS anticipates,
and the risk that operating costs, customer loss and business
disruption following the acquisition of Ansoft may be greater than
expected. Additional risks include the risk of a general economic
downturn in one or more of the combined company's primary geographic
regions, the risk that the assumptions underlying ANSYS' anticipated
revenues and expenditures will change or prove inaccurate, the risk
that ANSYS has overestimated its ability to maintain growth and
profitability and control costs, uncertainties regarding the demand
for the combined company's products and services in future periods,
the risk that ANSYS has overestimated the strength of the demand
among its customers for its products, risks of problems arising from
customer contract cancellations, uncertainties regarding customer
acceptance of new products, the risk that the combined company's
operating results will be adversely affected by possible delays in
developing, completing, or shipping new or enhanced products, risks
that enhancements to the combined company's products may not produce
anticipated sales, uncertainties regarding fluctuations in quarterly
results, including uncertainties regarding the timing of orders from
significant customers, and other factors that are detailed from time
to time in reports filed by ANSYS, Inc. and Ansoft Corporation with
the Securities and Exchange Commission, including the Annual Reports
on Form 10-K, the quarterly reports on Form 10-Q, current reports on
Form 8-K and other documents ANSYS and Ansoft have filed. ANSYS and
Ansoft undertake no obligation to publicly update or revise any
forward-looking statements, whether changes occur as a result of new
information or future events after the date they were made.
CONTACT:
ANSYS, Inc.
Investors:
Annette Arribas
1.724.514.1782
annette.arribas@ansys.com
Ansoft Corporation
Investors:
Mark Ravenstahl
1.412.261.3200
mravenstahl@ansoft.com
