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

ANSYS Inc. Director Claire Bramley reported the disposition of 3,288 shares of common stock as ANSYS became a wholly owned subsidiary of Synopsys, Inc. on July 17, 2025, pursuant to a merger agreement.

Summary

• Claire Bramley, a Director of ANSYS Inc., reported changes in beneficial ownership.
• On July 17, 2025, ANSYS Inc. became a wholly owned subsidiary of Synopsys, Inc. following the completion of a merger.
• The merger agreement, dated January 15, 2024, stipulated that at the effective time, each share of ANSYS Common Stock would be converted into the right to receive 0.3399 shares of Synopsys Common Stock and $199.91 in cash, without interest.
• Ms. Bramley disposed of 3,288 shares of ANSYS Common Stock.
• The disposed shares included restricted stock units that vested and settled in connection with and in advance of the merger's consummation.
• Following this transaction, Ms. Bramley beneficially owns 0 shares of ANSYS Common Stock.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a major corporate transaction (merger), which is generally a positive event for the acquiring company and provides a defined exit for the acquired company's shareholders. The director's share disposition is a procedural outcome of this event, including the vesting of RSUs, indicating a positive outcome for the individual.

Positives

• The merger provides ANSYS shareholders with a combination of cash and Synopsys stock, offering immediate liquidity and continued equity participation in the combined entity.
• The vesting and settlement of restricted stock units for the director indicates a successful realization of equity compensation.

Negatives

• ANSYS Inc. common stock is no longer publicly traded, as it became a wholly owned subsidiary, meaning existing shareholders no longer hold direct equity in ANSYS.

Future Outlook

This document is a post-merger transaction report and does not contain forward-looking statements or guidance for the combined entity.

Industry Context

This merger signifies consolidation in the software industry, specifically in the areas of electronic design automation (EDA) and simulation software. Synopsys, a leader in EDA, is expanding its capabilities by acquiring ANSYS, a leader in simulation and analysis. This could lead to integrated design and simulation workflows, potentially impacting competitors by offering a more comprehensive solution.

Comparison to Industry Standards

• The merger consideration structure (cash and stock) is a common approach in large-scale technology acquisitions, balancing immediate liquidity for shareholders with continued participation in the acquiring entity's growth.
• Similar structures have been seen in other major tech mergers, such as Broadcom's acquisition of VMware or Salesforce's acquisition of Slack, where a mix of cash and stock was offered to shareholders.
• The specific valuation implied by the $199.91 cash and 0.3399 Synopsys shares per ANSS share would need to be compared to ANSS's historical trading multiples and comparable transactions in the software/EDA/simulation sector at the time the merger agreement was announced (January 2024) to assess its premium.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (ANSYS): Received cash and Synopsys stock, losing direct equity in ANSYS.
• Shareholders (Synopsys): Gained ownership of ANSYS, potentially benefiting from expanded market reach and integrated offerings.
• Employees (ANSYS): Now part of Synopsys, potential changes in corporate culture, benefits, and reporting structures.
• Customers (ANSYS & Synopsys): Potential for more integrated and comprehensive product offerings.
• Management (ANSYS): Roles and responsibilities likely changed or ceased as part of the integration into Synopsys.

Next Steps

• Integration of ANSYS operations and technologies into Synopsys.
• Synopsys will continue to operate ANSYS as a wholly owned subsidiary.

Key Dates

Keywords

ANSYS, Synopsys, Merger, Acquisition, Form 4, Beneficial Ownership, Director, Stock Conversion, Cash Consideration, Restricted Stock Units, ANSS, ANSS Merger