Form 4: ANSYS Director Reports Share Conversion Following Synopsys Merger Completion

ANSYS Director Ronald W. Hovsepian reported the disposition of 35,415 shares of ANSYS Common Stock, converted into Synopsys shares and cash, following the completion of the merger with Synopsys, Inc. on July 17, 2025.

Summary

• Ronald W. Hovsepian, a Director of ANSYS Inc., reported a transaction on July 17, 2025.
• The transaction involved the disposition of 35,415 shares of ANSYS Common Stock.
• This disposition occurred as ANSYS Inc. became a wholly owned subsidiary of Synopsys, Inc. following a merger, pursuant to an Agreement and Plan of Merger dated January 15, 2024.
• At the effective time of the merger, each outstanding share of ANSYS Common Stock was converted into the right to receive 0.3399 of a share of Synopsys Common Stock and $199.91 in cash, without interest.
• The reported shares include restricted stock units (RSUs), including deferred RSUs, that vested and settled in connection with and in advance of the consummation of the merger.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a major merger, which is a positive and expected outcome for the involved parties, particularly the shareholders receiving the agreed-upon consideration. It signifies the successful execution of a strategic corporate action.

Positives

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

Negatives

• ANSYS Inc. ceased to be an independent publicly traded entity, meaning its common stock is no longer directly owned by shareholders.

Future Outlook

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

Industry Context

This merger signifies consolidation within the electronic design automation (EDA) and simulation software industry, with Synopsys expanding its market presence by acquiring ANSYS's simulation capabilities. This could lead to increased competition for other players in the software and engineering tools sector.

Comparison to Industry Standards

• The merger consideration of 0.3399 shares of Synopsys stock and $199.91 in cash per ANSYS share is a specific deal term. This type of cash and stock consideration is common in large strategic acquisitions within the technology sector, balancing immediate shareholder value with future equity participation in the acquiring entity.
• While specific comparable companies or projects are not detailed in the filing, similar large-scale software mergers, such as the Broadcom-VMware acquisition, often involve complex financial structures tailored to market conditions and strategic objectives, making direct numerical comparisons challenging without deeper valuation analysis.

Stakeholder Impact

• Shareholders (ANSYS): Received cash and Synopsys stock, converting their investment into a new form.
• Shareholders (Synopsys): Their company acquired a significant asset, potentially impacting future earnings and strategic direction.
• Employees (ANSYS): Now part of a larger organization, potentially leading to integration efforts, new opportunities, or redundancies.
• Customers: May experience changes in product offerings, support, or pricing as the companies integrate.

Next Steps

• ANSYS, Inc. will operate as a wholly owned subsidiary of Synopsys, Inc.
• Integration of ANSYS's operations and technologies into Synopsys is expected to follow.

Key Dates

Keywords

ANSYS, Synopsys, Merger, Form 4, SEC Filing, Stock Conversion, Cash Consideration, Restricted Stock Units, Corporate Acquisition, ANSS, SYNOPSYS INC