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The UK’s Competition and Markets Authority (CMA) did more than examine Synopsys’ proposed acquisition of Ansys. It found that the transaction could substantially lessen competition in specialized engineering-software markets, accepted divestitures instead of sending the deal to a full Phase 2 investigation, and later closed the case.
Synopsys completed the approximately $35 billion acquisition on July 17, 2025. The required businesses were sold to Keysight Technologies on October 17, 2025, and the CMA closed its investigation on November 27, 2025. The result was not a blocked deal or unconditional approval: it was a Phase 1 clearance with undertakings in lieu.
What was Synopsys buying?
Synopsys agreed to acquire Ansys in a transaction valued at approximately $35 billion. Synopsys is best known for electronic design automation, semiconductor-design software and intellectual property. Ansys develops engineering-simulation software covering areas such as multiphysics, computational fluid dynamics, structural analysis and electronics.
The companies said the combination would create a broader “silicon-to-systems” engineering platform. In commercial terms, that could allow customers to connect semiconductor design with larger system-level simulations. But the strategic rationale did not answer the competition question: combining adjacent or overlapping products can also reduce the number of independent suppliers available to customers.
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The CMA’s detailed Phase 1 decision examined competition involving semiconductor chip-design software, optics, photonics and RTL power-consumption analysis. Its concern was not simply that the merged company would be large. It was whether the transaction would remove current or potential competition in specialized markets where alternatives may be limited and switching software can be difficult.
What did the CMA find?
On December 20, 2024, the CMA said the deal might be expected to result in a substantial lessening of competition, or SLC, in one or more UK markets. In plain English, the regulator believed the merger could weaken competition enough to justify a deeper investigation unless the companies offered acceptable remedies.
The finding did not mean the CMA had concluded that the deal was unlawful or that Synopsys and Ansys would create a monopoly. It was a Phase 1 decision that identified sufficient concern for a possible Phase 2 reference.
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Outbyte PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →The analysis included three types of competitive relationship:
- Horizontal overlap: both companies supplied competing or closely related products.
- Potential competition: one company could have entered or expanded in a market served by the other.
- Innovation competition: the merger could reduce future product-development pressure even where current products did not directly overlap.
The CMA formally opened its merger inquiry on October 25, 2024, after inviting comments in August. On January 8, 2025, it began considering undertakings offered by the parties to avoid a Phase 2 referral.
The CMA said the transaction could be approved if the competition concerns were resolved.
What did Synopsys and Ansys have to sell?
The remedy was structural. Rather than relying only on promises about pricing, licensing or future conduct, the parties agreed to sell businesses intended to remain viable competitors.
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Ansys PowerArtist
Ansys agreed to divest its global PowerArtist business, which provides RTL power-consumption analysis. RTL, or register-transfer level, analysis is used in chip-design workflows to assess aspects of a design before manufacturing.
The divestiture covered more than a product name. The CMA’s materials describe the package as including relevant software, intellectual property, commercial contracts, records, interoperability arrangements and personnel.
Synopsys’ Optical Solutions Group
Synopsys agreed to divest its global Optical Solutions Group, a standalone business covering optics and photonics device-design and simulation offerings. The products identified in the CMA materials included:
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The remedy also included related intellectual property, licences, customer contracts, staff, facilities and transitional services. That scope mattered because selling software without the people, contracts or technical assets needed to operate it independently would be less likely to restore competitive pressure.
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Keysight Technologies became the buyer for both the Optical Solutions Group and PowerArtist. The sales were completed on October 17, 2025.
An approved buyer is important in a divestiture remedy. The regulator needs confidence that the purchaser has the capability and incentives to operate the assets as an independent business. The CMA also appointed a monitoring trustee to oversee compliance with the undertakings.
Synopsys said the divestiture transactions were not material to its financial results, although the terms were not disclosed. In later guidance materials, Synopsys referred to approximately $110 million of revenue associated with the divested Optical Solutions Group and PowerArtist RTL business. That was a company-reported financial figure, not an independent CMA valuation of the remedy.
Why did the CMA avoid a Phase 2 investigation?
Under the UK merger-control process, the CMA can accept undertakings in lieu of a Phase 2 reference when proposed measures are expected to remedy, mitigate or prevent the competition concerns identified at Phase 1.
On March 5, 2025, the CMA accepted the undertakings. That meant:
- the CMA did not proceed to a Phase 2 investigation;
- the transaction was not unconditionally cleared;
- the deal received Phase 1 clearance subject to structural remedies; and
- the parties had to complete the agreed divestitures and comply with the monitoring arrangements.
The CMA’s reasoning was that transferring the relevant businesses, assets and capabilities to an independent buyer could preserve competition more directly than behavioural promises alone.
Key dates in the UK case
| Date | Event |
|---|---|
| January 16, 2024 | Synopsys and Ansys announced the proposed acquisition. |
| August 12, 2024 | The CMA opened an invitation to comment. |
| October 25, 2024 | The CMA launched its formal merger inquiry. |
| December 20, 2024 | The CMA identified possible SLC concerns and threatened a Phase 2 reference absent remedies. |
| January 8, 2025 | The CMA began considering the proposed undertakings. |
| February 12–26, 2025 | The CMA consulted on the proposed remedies. |
| March 5, 2025 | The CMA accepted undertakings in lieu of a Phase 2 reference. |
| July 17, 2025 | Synopsys completed its acquisition of Ansys. |
| October 17, 2025 | The divestiture sales to Keysight were completed. |
| November 27, 2025 | The CMA closed the merger investigation. |
The CMA’s case page records the investigation’s status and key procedural steps.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How did the US review differ?
The UK action was separate from the US review by the Federal Trade Commission. The FTC also required divestitures involving Synopsys’ optical and photonic software tools and Ansys’ PowerArtist tool. The FTC finalized its order in October 2025.
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The two authorities focused on overlapping competition issues, but their orders should not be treated as identical. The CMA’s decision governed the UK merger-control process, while the FTC imposed its own US remedy under US law.
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In both cases, the remedy focused on preserving competition in specialized engineering and design-software products rather than prohibiting the broader Synopsys-Ansys combination.
What changed for customers?
The remedy changed ownership of specific products, not merely the legal status of the merger:
- PowerArtist moved out of Ansys.
- Synopsys’ Optical Solutions Group moved to Keysight.
- Customers evaluating optics, photonics or RTL power-analysis tools need to distinguish the post-divestiture owner from the combined Synopsys-Ansys company.
The long-term customer effect is not established by the CMA decision alone. Issues worth monitoring include licensing terms, product bundling, interoperability, support continuity, integration plans and whether the divested businesses develop into effective independent competitors.
It would be inaccurate to state, without later evidence, that customers suffered price increases, reduced innovation or worse support. The regulatory objective was to preserve competitive options; it was not a guarantee about future commercial performance.
What the UK decision does—and does not—say
It does say: the CMA found possible substantial competition concerns, required structural divestitures, accepted those commitments instead of referring the matter to Phase 2, and ultimately closed the case after the sales were completed.
It does not say: that the acquisition was blocked, that the combined company became a monopoly, or that the UK remedy eliminated every competition concern in every country and market.
The most accurate description is therefore: Synopsys completed the Ansys acquisition, but the CMA reshaped the transaction’s competitive perimeter by requiring the sale of product businesses where it identified the clearest concerns.
Sources: CMA case page; CMA Phase 1 decision; CMA final undertakings; Synopsys completion announcement; Synopsys divestiture announcement; FTC final-order announcement.
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