Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

ANSYS, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20853	04-3219960
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 ANSYS Drive,

Canonsburg, PA 15317

(Address of principal executive offices)

(844)-462-6797

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		ANSS		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 22, 2024, ANSYS, Inc., a Delaware corporation (the “Company” or “Ansys”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 15, 2024, by and among Ansys, Synopsys, Inc., a Delaware corporation (“Synopsys” or “Parent”), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (“Merger Sub”), pursuant to which Merger Sub will merge with and into Ansys (the “Merger”), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys.

As of April 9, 2024, the record date for the Special Meeting, there were 87,299,981 shares of Ansys common stock, par value $0.01 per share (“Common Stock”), outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 74,068,377 shares of Common Stock, representing approximately 84.8% of the outstanding shares issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

At the Special Meeting the following proposals were considered:

(1)

the proposal to adopt the Merger Agreement;

(2)

the proposal to approve, on an advisory (non-binding) basis, the merger-related compensation that will or may be paid to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement; and

(3)

the proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Ansys stockholders.

The proposals were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Company’s definitive proxy statement (“Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2024.

1. The Company’s stockholders voted on a proposal to adopt the Merger Agreement:

Votes For		Votes Against		Abstentions
73,119,774		913,892		34,711

2. The Company’s stockholders voted on a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation that will or may be paid to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement:

Votes For		Votes Against		Abstentions
70,231,822		3,747,166		89,389

3. The Company’s stockholders voted on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Ansys stockholders:

Votes For		Votes Against		Abstentions
68,674,342		5,347,197		46,838

Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to various conditions, including (1) the absence of an order, injunction or law prohibiting the Merger, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the approval of the Merger under certain other applicable antitrust and foreign investment regimes, (4) the shares of Synopsys common stock to be issued in the merger being approved for listing on the Nasdaq, (5) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (6) compliance in all material respects with the other party’s obligations under the Merger Agreement and (7) the absence of a Material Adverse Effect on the Company or a Material Adverse Effect on Parent (as each are defined in the Merger Agreement) since the date of the Merger Agreement that is continuing. The Company continues to expect to complete the Merger in the first half of 2025, subject to customary closing conditions.

Item 8.01

Other Events.

The information set forth in Item 5.07 is incorporated by reference herein. On May 22, 2024, the Company issued a press release announcing the results of the Special Meeting held today. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release, dated May 22, 2024.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Ansys’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Ansys and Synopsys, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Ansys’ and Synopsys’ businesses and other conditions to the completion of the transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Ansys and Synopsys; (iii) Ansys’ ability to implement its business strategy; (iv) pricing trends, including Ansys’ and Synopsys’ ability to achieve economies of scale; (v) potential litigation relating to the proposed transaction that could be instituted against Ansys, Synopsys or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Ansys’ or Synopsys’ business, including current plans and operations; (vii) the ability of Ansys or Synopsys to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Synopsys’ common stock; (x) legislative, regulatory and economic developments affecting Ansys’ and Synopsys’ businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Ansys and Synopsys operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the transaction that could affect Ansys’ or Synopsys’ financial performance; (xiv) restrictions during the pendency of the proposed transaction that may impact Ansys’ or Synopsys’ ability to pursue certain business opportunities or strategic transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Ansys’ and Synopsys’ response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Ansys’ or Synopsys’ consolidated financial condition, results of operations, or liquidity. Neither Ansys nor Synopsys assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2024

	ANSYS, Inc.

	By:	/s/ Ajei S. Gopal
	Name:	Ajei S. Gopal
	Title:	President and Chief Executive Officer

Exhibit 99.1

Ansys Stockholders Approve Transaction with Synopsys

Represents Key Milestone Toward Completion of Transaction with Synopsys

PITTSBURGH, PA – May 22, 2024 /PRNewswire/ -- ANSYS, Inc. (NASDAQ: ANSS) announced that at the special meeting of stockholders (the “Special Meeting”) held earlier today, its stockholders voted to approve the proposed acquisition of Ansys by Synopsys, Inc. (NASDAQ: SNPS). Under the terms of the merger agreement, Ansys stockholders will receive $197.00 in cash and 0.3450 shares of Synopsys common stock for each Ansys share they own, representing an enterprise value of approximately $35 billion based on the closing price of Synopsys common stock on December 21, 2023.

At the Special Meeting, approximately 98.7% of the shares voted were voted in favor of the transaction, which represented approximately 83.8% of the total outstanding shares of Ansys common stock as of April 9, 2024, the record date for voting at the Special Meeting.

“Our stockholders overwhelming approved our merger with Synopsys because they recognize that this is a transformative combination that will create a leader in silicon-to-systems design solutions,” said Ajei Gopal, Ansys president and CEO. “The combination of Ansys and Synopsys will help to reshape the products we use every day, and create new opportunities for Ansys customers, partners and employees. This is an important milestone toward completing the transaction, and we remain focused on obtaining the required approvals to close.”

Ansys anticipates filing the final vote results for the Special Meeting, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission within four business days of the Special Meeting. The transaction is anticipated to close in the first half of 2025, subject to satisfaction or waiver of all other closing conditions, including receipt of outstanding regulatory approvals.

Ansys Stockholders Approve Transaction with Synopsys / 1

Cautionary Note Regarding Forward-Looking Statements

/ About Ansys

Our Mission: Powering Innovation that Drives Human Advancement^TM

When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality with Ansys simulation. 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.

Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.

Ansys Stockholders Approve Transaction with Synopsys / 2

ANSS–F

/ Contacts

Investors	Kelsey DeBriyn
	724.820.3927
	kelsey.debriyn@ansys.com

Media	Mary Kate Joyce
	724.820.4368
	marykate.joyce@ansys.com

Ansys Stockholders Approve Transaction with Synopsys / 3

Document and Entity Information	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	0-20853
Entity Registrant Name	ANSYS, Inc.
Entity Central Index Key	0001013462
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3219960
Entity Address, Address Line One	2600 ANSYS Drive
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	844
Local Phone Number	462-6797
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ANSS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false