ANSYS, INC. (SOUTHPOINTE, PA) and Ansoft Corp. have signed a definitive agreement whereby ANSYS will acquire Ansoft for approximately $832 million in a mix of cash and ANSYS common stock. The business combining of ANSYS and Ansoft will create a provider of simulation capabilities with combined trailing 12-month revenues of $485 million. When completed, ANSYS anticipates that the transaction will be modestly accretive to non-GAAP earnings per share in its first full year of combined operations.

The board of directors of both companies unanimously approved the terms of the definitive agreement. Ansoft stockholders will receive $16.25 in cash and 0.431882 shares of ANSYS common stock for each outstanding Ansoft share. Based on the 10-day trailing average closing price of ANSYS common stock, the implied value is $32.50 per Ansoft share.

ANSYS will issue an aggregate of approximately 11.1 million shares of its common stock and pay an aggregate of approximately $416 million in cash in the transaction. The company intends to fund the cash portion of the transaction with approximately $70 million of cash on-hand from the combined organization and approximately $346 million from the proceeds of a $450 million unsecured senior term loan credit facility. The transaction is anticipated to close in the second calendar quarter. After the closing, Ansoft will become a wholly-owned subsidiary of ANSYS. Ansoft common stock will cease trading on Nasdaq.

This acquisition is ANSYS' first foray into the broader electronic-designautomation (EDA) software industry. The companies' combined software products and services are expected to give ANSYS one of the fullest engineering- simulation-software offerings in the industry. In doing so, it should reaffirm and strengthen ANSYS' commitment to open interface and flexible simulation solutions that are primarily driven by customer demand, flexibility, and choice.

With more than 40 direct sales offices and 21 development centers on three continents, the combined company will employ approximately 1700 people. The two Pittsburgh-based companies are developing integration plans that leverage and build on the cultural similarities and the best practices from each team. For more information, visit www.ansys.com.