UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On September 11, 2019, ANSYS, Inc. (“ANSYS”) announced that it has entered into a definitive agreement to acquire Livermore Software Technology Corporation (“LSTC”). LSTC is the premier provider of explicit dynamics and other advanced finite element analysis technology. The purchase price for the transaction is $775 million, of which 60% of the consideration will be paid in cash and 40% will be paid through the issuance of ANSYS common stock to the current owners of LSTC. In conjunction with the transaction, ANSYS anticipates obtaining new debt financing to fund all or a significant portion of the cash component of the purchase price.
The transaction is expected to close in the fourth quarter of 2019, subject to the satisfaction of customary closing conditions and regulatory clearance. ANSYS management will provide further details regarding the transaction and its impact on the 2019 financial outlook after the closing. ANSYS expects that the transaction will add $60 million to $65 million of non-GAAP revenue to its 2020 results and will be neutral to modestly accretive to non-GAAP operating margins and diluted earnings per share. Non-GAAP projections exclude the effects of acquisition adjustments to deferred revenue, stock-based compensation, amortization of acquired intangible assets and transaction costs related to the acquisition.
Forward-Looking Statements
This information contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the proposed acquisition, including statements regarding the benefits of the acquisition, the anticipated timing of the acquisition and the products and markets of each company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the acquisition may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the acquisition, including the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement, (iv) risks that the proposed transaction disrupts current plans and operations of LSTC and potential difficulties in LSTC employee retention as a result of the transaction, (v) risks related to diverting management’s attention from LSTC’s ongoing business operations, (vi) the ability of ANSYS to successfully integrate LSTC’s operations, product lines, and technology, and (vii) the ability of ANSYS to implement its plans, forecasts, and other expectations with respect to LSTC’s business after the completion of the proposed acquisition and realize additional opportunities for growth and innovation. In addition, please refer to the documents that ANSYS files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ANSYS assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANSYS, Inc. | ||||
| (Registrant) | ||||
| September 11, 2019 |
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/s/ Ajei S. Gopal | ||
| Ajei S. Gopal | ||||
| President and Chief Executive Officer |