By Lisa Kerner
Charlotte, N.C., March 31 - Ansys, Inc. entered an agreement to acquire Ansoft Corp. in a cash and stock deal valued at $832 million, according to a joint news release.
Both companies' boards of directors approved the transaction, which will give Ansoft stockholders $16.25 cash and 0.431882 of a share of Ansys common stock per Ansoft share, or a total consideration of some $32.50 per Ansoft share based on the 10-day trailing average closing price of Ansys common stock.
Ansys said it will issue 11.1 million shares of its common stock and pay an estimated $416 million in cash in the transaction.
The news release stated that Ansys will fund the cash portion of the transaction using some $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.
Bank of America, NA will fully underwrite the credit facility and Banc of America Securities LLC has agreed to act as lead arranger, the release said.
A $27.03 million termination fee is included in the agreement, according to a form 8-K filing with the Securities and Exchange Commission.
The Pittsburgh-based companies said they expect the transaction to close in the second quarter of 2008, subject to Ansoft shareholder approval and other closing conditions.
Ansoft shareholders collectively owning 16% of Ansoft agreed to vote their shares in favor of the transaction.
Once the transaction is complete, Ansoft stockholders will own approximately 12% of the combined company on a pro forma basis and Ansoft common stock will cease trading on Nasdaq.
Ansoft founder, chairman and chief technology officer Dr. Zoltan J. Cendes will join the Ansys board of directors.
"We are very excited about the state-of-the-art technologies that Ansoft adds to Ansys' simulation capabilities," Ansys president and chief executive officer James E. Cashman III said in the release.
"The combination of Ansoft's extensive portfolio of electromagnetics, circuit and systems simulation solutions with Ansys' existing simulation capabilities creates a 'best of breed' company that will continue to lead the evolution and innovation of engineering simulation by enabling customers to improve their product development processes, eliminate physical prototypes, reduce time-to-market for new products and improve product innovation and performance," Ansoft president and CEO Nicholas Csendes added.
Ansys markets engineering simulation software and technologies.
Ansoft develops electronic design automation software. The company was advised by Deutsche Bank Securities Inc.
| Acquirer: | Ansys, Inc.
|
| Target: | Ansoft Corp.
|
| Announcement date: | March 31
|
| Transaction total: | $360 million
|
| Price per share: | $16.25 cash and 0.431882 of an Ansys share for total consideration of $32.50
|
| Termination fee: | $27,034,000
|
| Expected closing: | Second quarter of 2008
|
| Stock price for acquirer: | Nasdaq: ANSS: $17.92 on March 28
|
| Stock price of target: | Nasdaq: ANTS: $23.42 on March 28
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
