In one of the largest tech industry mergers of recent years, Synopsys has announced it will acquire engineering simulation software maker Ansys in an all-cash deal valued at approximately $35 billion. The deal combines two leading players in software tools for semiconductor and electronic product design, expanding Synopsys’ total addressable market as it aims to create an integrated platform for chip design and beyond.
The merger agreement will see Synopsys pay around $390 per share for Ansys – $197 per share in cash plus about one-third of a Synopsys share for each Ansys share. This represents a premium of roughly 20% over Ansys’ recent share price. Ansys shareholders will own 16.5% of the combined company once the acquisition is finalized, expected in the first half of 2025 pending regulatory approvals.
Synopsys plans to fund the cash component of the deal through a combination of $16 billion in new debt financing and $3 billion cash on hand. The company had $1.4 billion in cash reserves as of October 2022. Synopsys CEO Sassine Ghazi has acknowledged the deal will not be accretive to earnings for at least 12 months post-closing due to financing and integration costs.
Expanding Synopsys’ Platform from Silicon to System
For Synopsys, a leading vendor of electronic design automation (EDA) software used by semiconductor companies, the deal strategically expands its platform. Ansys provides physics-based simulation software that helps engineers virtually test product design, performance and safety across industries like automotive, aerospace, consumer electronics and medical devices.
Synopsys aims to combine its strengths in chip design with Ansys’ expertise in simulating mechanical, thermal and electromagnetic effects at the full system level. This can help Synopsys address the entire electronic system lifecycle – from silicon to software to system integration.
The merger can also unlock new integrated workflows between the companies’ complementary technologies. For instance, connecting Ansys’ simulation tools to Synopsys’ ARC processor IP and DSO.ai AI-driven debugging solution. Such integration can speed up testing and validation for customers building advanced chips, electronics and embedded software.
Leveraging Ansys’ Footprint Across Industries
Another driver for Synopsys is leveraging Ansys’ customer footprint across major industries developing smart, connected products. As a leader in physics simulation, Ansys serves over 11,000 organizations globally. Its customer base includes manufacturers in automotive, aerospace, 5G telecom and medical technology.
The merger can open cross-selling opportunities for Synopsys to provide its EDA tools – from IP libraries to verification software – to Ansys’ customers working on chip-centric system designs. It also gives Synopsys greater exposure to growing demand for simulations, modelling and digital twins driven by trends like metaverse platforms, autonomous vehicles and the Internet of Things.
According to Synopsys, the combined company will have a total addressable market exceeding $50 billion by 2025 – significantly broadening its market beyond EDA software. In addition, Ansys’ recurring revenue base can provide Synopsys more stability to weather downturns in the historically cyclical semiconductor market.
Executing a Complex Tech Industry Merger
Despite the strategic benefits, executing a merger of this scale will be complex. Ansys has over 3,700 employees worldwide. Integrating its engineering teams and R&D roadmap with Synopsys’ will take time and care. Synopsys also has work ahead to achieve the full vision of a integrated “silicon-to-software” platform based on the combined portfolios.
Most importantly, the companies need to preserve Ansys’ neutrality and multi-vendor interoperability as it moves under Synopsys’ ownership. Any perception that Ansys will favor Synopsys’ own tools following the merger could drive customers to exploring alternatives. Maintaining Ansys as an “open platform” will be key.
Nonetheless, the deal provides Synopsys – already on a strong growth trajectory – a significant opportunity to expand its enterprise software footprint. If successful, it could cement Synopsys as the premier player in next-generation chip design workflows and empower even smarter, connected, electronics-driven experiences. But realizing Ansys’ full value will require skillful integration by Synopsys at a scale it has never attempted before.