8-KMaterial AgreementsSecurities & Listing

CADENCE DESIGN SYSTEMS INC 8-K Report, Material Agreement (Sep 4, 2025)

Filed September 4, 2025For Securities:CDNS

Summary

Cadence Design Systems, Inc. (CDNS) has announced a significant acquisition, entering into an Equity Purchase Agreement to acquire the design and engineering business of Hexagon Smart Solutions AB for an enterprise value of €2.70 billion. This strategic move involves a blended payment of approximately €1.89 billion in cash, funded by existing debt facilities and cash on hand, and €810 million in newly issued Cadence common stock. The acquisition is expected to close in the first quarter of 2026, pending customary closing conditions, including regulatory approvals such as the Hart-Scott Rodino Act. This transaction represents a substantial investment by Cadence aimed at expanding its capabilities and market presence within the design and engineering sector.

Key Highlights

  • 1Cadence Design Systems (CDNS) to acquire Hexagon Smart Solutions AB's design and engineering business for €2.70 billion.
  • 2Transaction comprises €1.89 billion in cash and €810 million in newly issued Cadence common stock.
  • 3Cash portion to be funded by a combination of existing cash and debt facilities.
  • 4Acquisition is expected to close in the first quarter of 2026.
  • 5Closing is subject to customary conditions, including antitrust and foreign investment regulatory approvals.
  • 6Cadence to file a registration statement for resale of the stock consideration by the seller post-closing.
  • 7A reverse termination fee of up to €175 million is payable by Cadence under specific circumstances, such as failure to obtain regulatory approvals.

Frequently Asked Questions

This filing announces Cadence Design Systems' entry into a material definitive agreement to acquire the design and engineering business of Hexagon Smart Solutions AB. It details the terms of the acquisition, including the purchase price, payment structure, expected closing timeline, and key conditions.

Cadence intends to fund the approximately €1.89 billion cash consideration using a combination of its existing cash on hand and borrowings under its existing debt facilities.

The closing of the acquisition is contingent upon several conditions, including the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, receipt of other required antitrust and foreign direct investment approvals, and other customary closing conditions outlined in the Purchase Agreement.

Yes, Cadence may be required to pay a reverse termination fee of up to €175 million if the agreement is terminated due to a failure to obtain required regulatory approvals by the Outside Date (with extensions) or if a governmental authority issues a final order prohibiting closing.