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ANSYS agreed to acquire Ansoft on March 31, 2008, in a transaction valued at approximately $832 million. Ansoft shareholders were offered $16.25 in cash plus 0.431882 ANSYS shares for each Ansoft share. The deal closed on July 31, 2008, with final cash and share totals differing from the estimates announced when the agreement was signed.
What ANSYS agreed to pay for Ansoft
The March 31, 2008 agreement valued the acquisition at approximately $832 million. For each Ansoft share, shareholders were to receive $16.25 in cash and 0.431882 shares of ANSYS stock. The offer therefore combined cash with equity in the combined company rather than paying shareholders entirely in cash.
At announcement, the companies estimated the transaction would involve approximately $416 million in cash and 11.1 million ANSYS shares. Ansoft shareholders were expected to own about 12% of the combined company on a pro forma basis. Those figures were estimates based on the announced terms, not the final settlement totals.
Why ANSYS wanted Ansoft
ANSYS described the acquisition as a way to unite its simulation software with Ansoft’s electronic-design-automation capabilities. The companies said the combination would create a leading provider of simulation capabilities, and cited approximately $485 million in combined trailing 12-month revenue at the time of the announcement.
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The stated business rationale was capability complementarity: combining simulation tools with electronic-design software. The transaction announcement presented the revenue figure as a trailing-twelve-month measure, not as a forecast of future revenue.
How the deal moved from agreement to closing
| Date | Milestone |
|---|---|
| March 31, 2008 | ANSYS and Ansoft announced a definitive acquisition agreement. ANSYS subsidiaries Evgeni, Inc. and Sidney LLC were designated as merger entities. |
| April 30, 2008 | The FTC early-termination notice recorded the transaction date for ANSYS and Ansoft. |
| June 20, 2008 | The amended Form S-4 registration statement became effective, according to a June 23 SEC-filed release; the special Ansoft stockholder meeting was set for July 23. |
| July 23, 2008 | Ansoft shareholders approved the merger. |
| July 31, 2008 | ANSYS announced completion of the acquisition. Ansoft’s last Nasdaq trading day was scheduled for that date. |
Why announcement and closing figures differ
The closing release reported approximately 12.2 million ANSYS shares and approximately $387 million in cash plus expenses. That differs from the announcement estimates of 11.1 million shares and $416 million in cash because the initial figures were estimates based on the stated exchange terms; final settlement amounts changed by closing. The two sets of figures describe different stages of the transaction, not competing descriptions of one fixed final payment.
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Deal terms at a glance
| Measure | At announcement | At closing |
|---|---|---|
| Transaction value | Approximately $832 million | Not stated as a revised total in the closing figures |
| Cash | Approximately $416 million | Approximately $387 million plus expenses |
| ANSYS shares | Approximately 11.1 million | Approximately 12.2 million |
| Consideration per Ansoft share | $16.25 cash plus 0.431882 ANSYS shares | Not restated in the closing figures |
| Expected seller ownership | About 12% of the combined company, pro forma | Not stated in the closing figures |
The per-share terms, overall announcement valuation, and expected ownership describe the offer as presented in March 2008. Closing figures report actual aggregate cash and stock delivered, with expenses included in the cash figure; they do not provide a new per-share valuation or updated ownership percentage.
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