8-KRegulation FDExhibits & Filings

SYNOPSYS INC 8-K Report, Regulation FD Disclosure (Jul 12, 2024)

Filed July 12, 2024For Securities:SNPS

Summary

Synopsys Inc. (SNPS) has filed an 8-K report to provide an update on its proposed acquisition of Ansys, Inc. (ANSS). The key development concerns regulatory progress in China, where Synopsys submitted its transaction notification to the State Administration for Market Regulation on July 10, 2024. While the acquisition is below China's merger notification thresholds, the regulator has taken the position that notification is required. The company reiterates that the transaction is anticipated to close in the first half of 2025, contingent upon receiving all necessary regulatory approvals and fulfilling customary closing conditions. Investors should note that this filing primarily serves as a regulatory update and directs readers to previously filed documents, such as the Form S-4 registration statement (including the proxy statement/prospectus), for comprehensive information regarding the transaction. The filing also includes standard cautionary statements regarding forward-looking statements and associated risks.

Key Highlights

  • 1Synopsys submitted a transaction notification to China's State Administration for Market Regulation on July 10, 2024, regarding the Ansys acquisition.
  • 2China's regulator has stated that while the deal is below notification thresholds, notification is required.
  • 3The acquisition of Ansys is still expected to close in the first half of 2025.
  • 4Closing remains subject to the satisfaction of required regulatory approvals and other customary conditions.
  • 5The 8-K filing primarily serves as an update on regulatory progress and refers investors to detailed filings like the Form S-4 registration statement.
  • 6The report includes extensive forward-looking statements and a detailed discussion of associated risks and uncertainties.

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