Form 4: ANSYS Director Reports Final Share Disposition Following Synopsys Merger Completion

Anil Chakravarthy, a director of ANSYS Inc., reported the disposition of 4,348 shares of common stock on July 17, 2025, as ANSYS became a wholly-owned subsidiary of Synopsys Inc. following their merger.

Summary

• Anil Chakravarthy, a director of ANSYS Inc., reported the disposition of 4,348 shares of ANSYS Common Stock on July 17, 2025.
• This transaction occurred as a result of the merger between ANSYS Inc. and Synopsys, Inc., which became effective on July 17, 2025.
• Under the merger agreement, each outstanding share of ANSYS Common Stock was converted into the right to receive 0.3399 shares of Synopsys Common Stock and $199.91 in cash.
• The reported shares included restricted stock units that vested and settled in connection with and in advance of the merger consummation.
• Following this transaction, Anil Chakravarthy beneficially owns 0 shares of ANSYS Common Stock.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a significant merger, which provides a clear and defined outcome for shareholders. While it marks the end of ANSYS as an independent entity, the terms were previously agreed upon, indicating a planned and executed strategic move. The sentiment is positive for the completion of a major corporate action, though neutral regarding new financial performance.

Positives

• The completion of the merger between ANSYS Inc. and Synopsys, Inc. provides a clear exit for ANSYS shareholders at a pre-defined value.
• The transaction included a cash component ($199.91 per share) and a stock component (0.3399 shares of Synopsys Common Stock), offering shareholders a mix of liquidity and continued equity exposure to the combined entity.

Negatives

• ANSYS Inc. ceased to be an independent publicly traded entity, meaning its shares are no longer traded, and existing shareholders no longer hold direct equity in ANSYS.
• The disposition of shares by a director indicates the finalization of the merger, removing direct investment opportunities in ANSYS as a standalone company.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4, as it reports a completed transaction.

Industry Context

The merger of ANSYS, a leader in simulation software, with Synopsys, a leader in electronic design automation (EDA) software, creates a comprehensive software powerhouse. This strategic consolidation aims to provide integrated solutions across chip-to-system design, potentially accelerating innovation in areas like AI, semiconductors, and advanced manufacturing. This reflects a broader trend of consolidation in the software and technology sectors to offer more complete solutions and capture larger market shares.

Comparison to Industry Standards

• The merger consideration of $199.91 in cash and 0.3399 shares of Synopsys Common Stock per ANSYS share represents a specific valuation for ANSYS.
• While direct comparisons to other specific merger valuations require external data, such cash-and-stock deals are common in large technology acquisitions, balancing immediate liquidity for target shareholders with participation in the acquirer's future growth.
• The strategic rationale of combining simulation and EDA capabilities is consistent with industry trends towards integrated design environments, similar to how other large software companies seek to expand their product portfolios through strategic acquisitions.

Management Changes

Stakeholder Impact

• Shareholders: Former ANSYS shareholders received a pre-determined cash and stock consideration, converting their investment into a mix of liquidity and equity in Synopsys.
• Employees: ANSYS employees are now part of Synopsys, subject to the acquiring company's policies and organizational structure.
• Customers: Customers of ANSYS will now be served by the combined Synopsys entity, potentially benefiting from integrated solutions.
• Management: Former ANSYS management, including directors like Anil Chakravarthy, cease their roles with the now-private ANSYS entity.

Next Steps

• Integration of ANSYS operations and technologies into Synopsys.
• Synopsys will continue to report on the performance of the combined entity in its future financial filings.

Key Dates

Recommendation

Keywords

ANSYS, ANSS, Synopsys, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Corporate Action, Software, EDA, Simulation