Form 4: ANSYS Director Completes Share Disposition Following Synopsys Merger

ANSYS Director Jim Frankola disposed of all his shares on July 17, 2025, as ANSYS became a wholly-owned subsidiary of Synopsys Inc. following their merger agreement.

Summary

• Reporting Person Jim Frankola, a Director of ANSYS Inc., reported changes in beneficial ownership.
• On July 17, 2025, Mr. Frankola disposed of 4,884 shares of ANSYS Common Stock held directly.
• Additionally, 600 shares of ANSYS Common Stock held indirectly by a Trust were disposed of on the same date.
• These transactions resulted in Mr. Frankola's beneficial ownership of ANSYS Common Stock becoming 0 shares.
• The dispositions were a direct consequence of the merger between ANSYS Inc. and Synopsys, Inc., which became effective on July 17, 2025.
• Under the merger agreement, each ANSYS common share was converted into 0.3399 shares of Synopsys common stock and $199.91 in cash.
• The disposed shares included restricted stock units that vested and settled due to the merger.

Sentiment

Score: 8

Explanation: The document reports the successful completion of a significant merger, which is generally a positive event for the shareholders of the acquired company who received a pre-agreed consideration, and for the acquiring company which expands its market position.

Positives

• The merger between ANSYS Inc. and Synopsys, Inc. was successfully completed on July 17, 2025, with ANSYS becoming a wholly-owned subsidiary of Synopsys.
• ANSYS shareholders received a significant consideration of 0.3399 shares of Synopsys common stock and $199.91 in cash per share.

Negatives

• ANSYS Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Synopsys, Inc.

Future Outlook

NA

Industry Context

The completion of the merger between ANSYS and Synopsys represents a significant consolidation in the Electronic Design Automation (EDA) and simulation software market. This strategic move combines Synopsys's strengths in chip design software with ANSYS's expertise in simulation and analysis, creating a more comprehensive offering for customers in various engineering and technology sectors. This trend of consolidation aims to provide integrated solutions and enhance competitive advantage against other major players in the broader software and engineering tools industry.

Comparison to Industry Standards

• The merger consideration of 0.3399 shares of Synopsys common stock and $199.91 in cash per ANSYS share is consistent with large-scale technology acquisitions, where a mix of stock and cash is often used to balance immediate shareholder value with participation in the acquiring company's future growth.
• Similar structures have been observed in other significant software industry mergers, such as Adobe's acquisition of Figma (though that deal faced regulatory hurdles) or Salesforce's acquisition of Slack, where a blend of cash and stock was offered.
• The specific valuation implied by this consideration would need to be compared against ANSYS's historical trading multiples and industry peers like Dassault Systèmes or Siemens EDA prior to the announcement to assess its premium.

Management Changes

Stakeholder Impact

• Shareholders of ANSYS Inc. received a pre-determined merger consideration, converting their shares into a combination of cash and Synopsys, Inc. common stock.
• The merger's completion signifies a change in corporate structure, with ANSYS Inc. no longer operating as an independent publicly traded entity.

Key Dates

Keywords

ANSYS, Synopsys, Merger, Form 4, Director, Share Disposition, Beneficial Ownership, ANSS, Acquisition