The M&A and Technology teams served as co-counsel, with Skadden, Arps, Slate, Meagher & Flom LLP, to Ansys (NASDAQ: ANSS) in its definitive agreement with Synopsys (NASDAQ: SNPS). Under the terms of the agreement, Ansys shareholders will receive $197.00 in cash and 0.3450 shares of Synopsys common stock for each Ansys share, representing an enterprise value of approximately $35 billion based on the closing price of Synopsys common stock on December 21, 2023. Bringing together Synopsys' pioneering semiconductor electronic design automation (EDA) with Ansys' broad simulation and analysis portfolio will create a leader in silicon to systems design solutions.
The implied per share consideration of $390.19, based on the closing price of Synopsys common stock of $559.96 as of December 21, 2023, represents a premium of approximately 29% over Ansys' closing stock price on December 21, 2023 and a premium of approximately 35% to Ansys' 60-day volume-weighted average price for the period ending on the same date. Under the terms of the agreement, Ansys shareholders 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 its cash on hand and debt financing. Synopsys has obtained $16 billion of fully committed debt financing. The transaction is anticipated 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.
For more than 50 years, Ansys software has enabled innovators across industries to push boundaries by using the predictive power of simulation. From sustainable transportation to advanced semiconductors, from satellite systems to life-saving medical devices, the next great leaps in human advancement will be powered by Ansys.
The Goodwin team was led by Stuart Cable, Lisa Haddad and James Ding.
For additional details on the acquisition, please read the press release.