Synopsys (SNPS) 424B3Prospectus supplement

On January 15, 2024, ANSYS, Inc., which is referred to as “Ansys,” Synopsys, Inc., which is referred to as “Synopsys,” and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys, which is referred to as “Merger Sub,” entered into an Agreement and Plan of Merger, which, as it may be amended from time to time, is referred to as the “merger agreement,” a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, the full text of which is incorporated herein by reference.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Ansys common stock, which is referred to as the special meeting, will be held on May 22, 2024, virtually via the Internet at www.virtualshareholdermeeting.com/ANSS2024SM, at 11:00 a.m., Eastern Time. You will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/ANSS2024SM, which is referred to as the special meeting website, and inserting the 16-digit control number included in your proxy card or voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of Ansys common stock through an account with a bank, broker, trust or other nominee. You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging onto the website listed above and using the control number. We are pleased to notify you of and invite you to the special meeting.

Pursuant to the merger agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Ansys, which is referred to as the “merger,” with Ansys surviving the merger as a wholly owned subsidiary of Synopsys, which is referred to as the “surviving corporation.” At the effective time of the merger, which is referred to as the “effective time,” the certificate of incorporation of the surviving corporation will be amended and restated to conform to Exhibit B of the merger agreement, a copy of which is attached to the merger agreement attached as Annex A to the accompanying proxy statement/prospectus. Additionally, the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the effective time, and will conform with the rights and responsibilities of the surviving corporation under the merger agreement.

At the effective time, each share of Ansys common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time (subject to certain exceptions, including shares of Ansys common stock owned by stockholders of Ansys who have not voted in favor of the adoption of the merger agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive (i) $197.00 in cash, which amount is referred to as the “per share cash amount,” and (ii) 0.3450 of a share of Synopsys common stock, which number is referred to as

If the merger is completed, Ansys common stock will be delisted from the Nasdaq Global Select Market (referred to herein as the “NASDAQ”) and deregistered under the Securities Exchange Act of 1934, as amended. The exchange ratio is expected to result in Ansys stockholders and Synopsys stockholders holding approximately 16.5% and 83.5%, respectively, of the combined company following the effective time.

At the effective time, each in-the-money option to purchase shares of Ansys common stock that is held by a person who, as of immediately prior to the effective time is no longer an employee or other service provider of Ansys or its subsidiaries, which is referred to as a “specified option,” will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable withholding or other taxes, or other amounts required by applicable legal requirements to be withheld) an amount in cash equal to the product of (i) the total number of shares of Ansys common stock subject to such Ansys option multiplied by (ii) the excess of (a) the equity award cash consideration amount over (b) the per share exercise price for the Ansys common stock subject to such specified option. For purposes of the specified options, the “equity award cash consideration amount” means an amount in cash equal to the sum of the per share cash amount plus the product of (i) the exchange ratio multiplied by (ii) the volume weighted average trading price of Synopsys common stock for the five consecutive trading days ending on the trading day immediately prior to the date on which the effective time occurs, which is referred to as the “Synopsys measurement price.”

At the effective time, each option to purchase shares of Ansys common stock that is unexpired, unexercised and outstanding immediately prior to the effective time and which has a per share exercise price for the Ansys common stock subject to such option that is equal to or greater than the equity award cash consideration amount, which is referred to as an “out-of-the-money option,” held by a person or entity who, as of immediately prior to the effective time, is no longer an employee or other service provider to Ansys and its subsidiaries will be canceled and extinguished for no consideration.

At the effective time, each Ansys option (other than (a) a specified option or (b) an out-of-the-money option held by a person who, as of immediately prior to the effective time, is no longer an employee or other service provider to Ansys and its subsidiaries), whether vested or unvested, will be assumed and converted into an option to purchase, on the same terms and conditions as were applicable under such Ansys option, a number of shares of Synopsys common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Ansys common stock subject to such Ansys option, multiplied by (ii) the conversion ratio, at an exercise price per share of Synopsys common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the per share exercise price for the Ansys common stock subject to such Ansys option, by (b) the conversion ratio. The “conversion ratio” means an amount equal to the sum of the exchange ratio plus the quotient (rounded down to four decimal places) obtained by dividing the per share cash amount by the Synopsys measurement price.

At the effective time, each outstanding restricted stock unit, which is referred to as an “Ansys RSU,” that (i) is vested but not yet settled as of immediately prior to the effective time, (ii) is outstanding as of immediately prior to the effective time and was granted to a non-employee member of the Ansys board of directors, (iii) vests effective as of the effective time in accordance with its terms, or (iv) is outstanding and not forfeited in accordance with its terms immediately prior to the effective time and held by a person who, as of immediately prior to the effective time, is no longer an employee or other service provider to Ansys or its subsidiaries, which is referred to as a “specified RSU,” will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable withholding taxes) (x) the merger consideration, on the same terms and conditions as outstanding shares of Ansys common stock and (y) an amount in cash equal to any accrued but

At the effective time, each Ansys RSU that is outstanding and unvested immediately prior to the effective time that is not a specified RSU will be converted into the number of Synopsys restricted stock units (rounded to the nearest whole share) equal to the product of (i) the number of shares of Ansys common stock subject to such Ansys RSU (and, for Ansys PSUs, such number of shares of Ansys common stock will be based on the attainment of the applicable performance metrics at the (x) actual level of performance for performance periods that lapsed in the ordinary course prior to the effective time or (y) for each other Ansys PSU, greater of the target or actual level of performance, as determined by the Ansys board of directors or a committee thereof immediately prior to the effective time), including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) the conversion ratio. Any converted RSUs will remain subject to the same terms and conditions as were applicable to the underlying restricted stock unit immediately prior to the effective time provided that any restricted stock unit that is performance-based will only be subject to time-based vesting following the effective time.

Pursuant to the merger agreement, at the effective time, two members of the Ansys board of directors selected by mutual written agreement of Synopsys and Ansys will become members of the Synopsys board of directors, subject to each such designated director having completed Synopsys’ director nomination process and having satisfied all applicable eligibility requirements of the Synopsys board of directors’ Corporate Governance and Nominating Committee. If the effective time occurs less than six months prior to the next annual meeting of Synopsys’ stockholders, Synopsys will nominate each such designated director for election at such meeting (unless such person is unable or unwilling to serve as a result of illness, death, resignation or other reason). On March 19, 2024, Synopsys and Ansys mutually agreed to designate Dr. Ajei Gopal, President and Chief Executive Officer of Ansys, to become a member of the Synopsys board of directors at the effective time, subject to completion of Synopsys’ director nomination process and satisfaction of all applicable eligibility requirements established by Synopsys’ Corporate Governance and Nominating Committee. Ansys and Synopsys have not yet determined or agreed as to the remaining member of the Ansys board of directors to be appointed to the Synopsys board of directors.

Under the merger agreement, the obligations of each of Synopsys and Ansys to complete the merger are subject to the satisfaction or waiver, at or prior to the completion of the merger, of each of the following conditions:

In addition, each party’s obligation to complete the merger is subject to, among other things, the accuracy of certain representations and warranties of the other party and the compliance by the other party with its covenants, in each case, subject to the materiality standards set forth in the merger agreement, and the absence of any material adverse effect (as defined in the proxy statement/prospectus) affecting the other party after the date of the merger agreement that is continuing.

While the merger is not conditioned on Synopsys or any other party obtaining debt financing, Synopsys has obtained debt financing commitments pursuant to the debt commitment letter entered into on January 15, 2024, and the term loan credit agreement, entered into on February 13, 2024, for the purpose of financing the transactions contemplated by the merger agreement and paying related fees and expenses. The merger is expected to be completed in the first half of 2025.

The merger agreement contains certain non-solicitation covenants, under which, subject to the exceptions summarized below, Ansys has agreed that it will not, and will cause each of its subsidiaries and its and their respective directors, officers and employees not to, and will use its reasonable best efforts to cause its and their respective other representatives not to, in each case, directly or indirectly, take any of the following actions:

Under the merger agreement, however, prior to the approval of the merger agreement proposal, under certain specified circumstances and subject to certain conditions, Ansys may furnish non-public information regarding Ansys and its subsidiaries to, and may enter into discussions or negotiations with, any person or entity (and its representatives) in response to a bona fide, written acquisition proposal that is made to Ansys after the date of the merger agreement by such person or entity (and not withdrawn).

Under the merger agreement, Ansys has also agreed to promptly (and in no event later than 24 hours after receipt thereof) advise Synopsys in writing if Ansys or any of its subsidiaries or representatives receives an acquisition proposal or an acquisition inquiry at any time during the period from the date of the merger agreement and the earlier to occur of (i) the effective time and (ii) the valid termination of the merger agreement pursuant to its terms.

The merger agreement provides that, subject to certain exceptions, the Ansys board of directors (including any committee thereof) may not:

Notwithstanding the restrictions described above, the merger agreement provides that, prior to the approval of the merger agreement proposal, the Ansys board of directors may, subject to compliance with certain obligations set forth in the merger agreement (including providing Synopsys with prior written notice and during such notice period, engaging (to the extent requested by Synopsys) in good faith negotiations with Synopsys to amend the terms of the merger agreement) withdraw or modify the Ansys board recommendation if it receives a bona fide, written acquisition proposal that did not result from a breach of the no-shop provisions or board recommendation covenants in any material respect and has not been withdrawn, the Ansys board of directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and Ansys’ outside legal counsel, that such acquisition proposal constitutes a superior offer (as defined in the proxy statement/prospectus) and that the failure to withdraw or modify the Ansys board recommendation or the failure to terminate the agreement pursuant to the fiduciary out termination right would be inconsistent with the fiduciary obligations of the Ansys board of directors under applicable legal requirements in light of such superior offer.

In addition, the Ansys board of directors is permitted, under certain circumstances, prior to the approval of the merger agreement proposal, subject to compliance with certain obligations set forth in the merger agreement (including providing Synopsys with prior written notice and during such notice period, engaging (to the extent

Upon termination of the merger agreement, (a) Synopsys, under specified circumstances, including termination following an injunction arising in connection with any specified jurisdiction, will be required to pay Ansys a termination fee of $1,500,000,000; and (b) Ansys, under specified circumstances, including termination of the merger agreement by Ansys to accept and enter into a definitive agreement with respect to a superior offer or by Synopsys upon the withdrawal or modification of the Ansys board recommendation, will be required to pay Synopsys a termination fee of $950,000,000.

The merger agreement contains customary representations, warranties and covenants made by each of Synopsys, Merger Sub, and Ansys, including, among others, covenants regarding the conduct of Ansys’ and Synopsys’ businesses during the pendency of the transactions contemplated by the merger agreement, the making of certain

The foregoing description of the merger agreement does not purport to be complete. Please see the section entitled “The Merger Agreement” beginning on page 89 of the accompanying proxy statement/prospectus for a description of the transactions contemplated by the merger agreement, and the merger agreement, attached as Annex A, for further information with respect to these matters, the full text of which is incorporated herein by reference.

Ansys will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Only holders of record of Ansys common stock at the close of business on April 9, 2024, the record date for voting at the special meeting, which is referred to as the “record date,” are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

The board of directors of Ansys, which is referred to as the “Ansys board of directors,” has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement. The Ansys board of directors unanimously recommends that Ansys stockholders vote “FOR” the merger agreement proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Whether or not you plan to attend the special meeting via the special meeting website, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

If you have any questions about the merger, please contact Ansys Investor Relations at (724) 820-3927 or write to kelsey.debriyn@ansys.com or Attn: Investor Relations, 2600 Ansys Drive, Canonsburg, Pennsylvania 15317.

If you have any questions about how to vote or direct a vote in respect of your shares of Ansys common stock, you may contact Ansys’ proxy solicitor, Mackenzie Partners, Inc., toll-free at (800) 322-2885.

This proxy statement/prospectus incorporates important business and financial information about Synopsys and Ansys from other documents that Synopsys and Ansys have filed with the U.S. Securities and Exchange Commission, which is referred to as the SEC, and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 169. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information, without charge, by telephone or written request directed to:

The contents of the websites of the SEC, Synopsys, Ansys or any other entity are not being incorporated into this proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites is being provided only for your convenience.

This document, which forms part of a registration statement on Form S-4 (Registration No. 333-277912) filed with the SEC by Synopsys, constitutes a prospectus of Synopsys under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of Synopsys common stock to be issued to Ansys stockholders pursuant to the Agreement and Plan of Merger, dated as of January 15, 2024, by and among Synopsys, ALTA Acquisition Corp. (“Merger Sub”) and Ansys, as it may be amended from time to time, which is referred to as the merger agreement. This document also constitutes a proxy statement of Ansys under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting.

Synopsys has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Synopsys and Merger Sub, and Ansys has supplied all such information relating to Ansys. Synopsys and Ansys have both contributed to the information related to the merger contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Synopsys and Ansys have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated April 17, 2024 and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Ansys stockholders nor the issuance by Synopsys of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

Synopsys common stock is listed on the NASDAQ under the symbol “SNPS” and Ansys common stock is listed on the NASDAQ under the symbol “ANSS.” The following table sets forth the closing sale price per share of Synopsys common stock and Ansys common stock as reported on the NASDAQ, respectively, as of (i) December 21, 2023, the trading day prior to release of media reports regarding a possible merger, (ii) January 12, 2024, the trading day before the public announcement of the merger and (iii) April 9, 2024, the latest practicable trading date before the date of this proxy statement/prospectus. The table also shows the estimated implied value of the per share merger consideration for each share of Ansys common stock as of the same three days. This implied value was calculated by multiplying the closing sale price of a share of Synopsys common stock as of the specified date by the exchange ratio of 0.3450 and adding $197.00, the cash component of the merger consideration.

The market prices of shares of Synopsys common stock and Ansys common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the dates of the special meeting and the closing date. No assurance can be given concerning the market prices of shares of Synopsys common stock or Ansys common stock before completion of the merger or shares of Synopsys common stock after completion of the merger. The exchange ratio is fixed in the merger agreement and will only be adjusted as described in the section entitled “The Merger Agreement—Merger Consideration.” However, the market price of shares of Synopsys common stock (and therefore the value of the merger consideration when received by Ansys stockholders upon completion of the merger) could be greater than, less than or the same as shown in the table above. Accordingly, Ansys stockholders are advised to obtain current market quotations for shares of Synopsys common stock and Ansys common stock in connection with deciding how to vote on the proposal to adopt the merger agreement.

Synopsys has never declared or paid any cash dividends on its common stock. Synopsys anticipates retaining future earnings for the development, operation, and expansion of its business, and does not anticipate declaring or paying any cash dividends in the near term. In addition, Synopsys’ ability to pay cash dividends on Synopsys common stock may be prohibited or limited by the terms of future debt financing arrangements. Under the terms of the merger agreement, Synopsys is not permitted to declare, accrue, set aside, establish a record date for or pay any dividend or other distribution (whether in cash, stock or otherwise) in respect of its shares of capital stock or split, combine, subdivide or reclassify any of its capital stock during the pre-closing period without the prior written consent of Ansys except as may be expressly permitted under the merger agreement.

Ansys has never declared nor paid any cash dividends on Ansys common stock. Under the terms of the merger agreement, Ansys is not permitted to declare, accrue, set aside, establish a record date for or pay any dividend or other distribution (whether in cash, stock or otherwise) in respect of its shares of capital stock or other securities during the pre-closing period without the prior written consent of Synopsys except as may be expressly permitted under the merger agreement.

This registration statement on Form S-4, of which this proxy statement/prospectus forms a part, and the documents to which Synopsys and Ansys refer you in this registration statement, as well as oral statements made or to be made by Synopsys and Ansys, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the safe harbor provisions. Statements included in or incorporated by reference into this registration statement, of which this proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of each of Synopsys and Ansys. Words such as “believe,” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “intend, ” “future,” “forecast,” “plan,” “project,” “opportunity,” “should,” “may,” “will,” “will be,” “will likely result,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Synopsys and Ansys caution investors that any forward-looking statements, including statements related to anticipated operating results, business strategies and outlook of Synopsys, Ansys and the combined company, proposed financing for the transaction, anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on Synopsys’ and Ansys’ business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of Ansys’ and Synopsys’ operations or operating results, are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Synopsys’ and Ansys’ control, and could cause actual results to differ materially from those indicated in such forward-looking statements, which speak only as of the date of this proxy statement/prospectus. These factors, risks and uncertainties include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, anticipated tax treatment and unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, pricing trends, future prospects, credit ratings, business and management strategies which may adversely affect each of Synopsys’ and Ansys’ business, financial condition, operating results and the price of their common stock, (ii) the failure to satisfy the conditions to the completion of the transaction, including the adoption of the merger agreement by the stockholders of Ansys and the receipt of certain governmental and regulatory approvals on the terms expected, in a timely manner, or at all, (iii) the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect, following completion of the proposed transaction (if completed), the combined company or the expected benefits of the proposed transaction (including as noted in any forward-looking financial information), (iv) uncertainties as to access to available financing (including any future refinancing of Ansys’ or the combined company’s debt) to complete the proposed transaction upon acceptable terms and on a timely basis or at all, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the effect of the announcement or pendency of the transaction on Ansys’ or Synopsys’ business relationships, competition, business, financial condition, and operating results, (vii) risks that the proposed transaction disrupts current plans and operations of Ansys or Synopsys and the ability of Ansys or Synopsys to retain and hire key personnel, (viii) risks related to diverting either management team’s attention from ongoing business operations of Ansys or Synopsys, (ix) the outcome of any legal proceedings that may be instituted against Ansys or Synopsys related to the merger agreement or the transaction, (x) the ability of Synopsys to successfully integrate Ansys’ operations and product lines, (xi) the ability of Synopsys to implement its plans, forecasts, expected financial performance and other expectations with respect to Ansys’ business or the combined business after the completion of the proposed mergers and realize additional opportunities, develop customer relationships, additional products and Ansys’ existing operations and product lines, (xii) the ability of Synopsys to manage additional debt and successfully de-lever following the transaction and the outcome of any strategic review and any resulting transactions, (xiii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xiv) macroeconomic conditions and geopolitical uncertainty in the global economy, (xv) uncertainty in the growth of the semiconductor, electronics and artificial intelligence markets, (xvi) the highly competitive industries Synopsys and Ansys operate in, (xvii) actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs, (xviii) consolidation among Synopsys’ customers and Synopsys’ dependence on a smaller number of large customers, (xix) legislative, regulatory and economic developments affecting Ansys’ and Synopsys’ businesses, (xx) the evolving legal, regulatory and tax regimes under which Ansys and Synopsys operate, (xxi) restrictions during the pendency of the proposed transaction that may impact Ansys’ or Synopsys’ ability to pursue certain business opportunities or strategic transactions, and

For further discussion of these and other risks, contingencies and uncertainties applicable to Synopsys and Ansys, see the section entitled “Risk Factors” beginning on page 27 and in Synopsys’ and Ansys’ other filings with the SEC incorporated by reference into this proxy statement/prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 169 for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

All subsequent written or oral forward-looking statements attributable to Synopsys or Ansys or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Ansys nor Synopsys is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required by law.

Upon completion of the merger, each share of Ansys common stock issued and outstanding immediately prior to the effective time (with certain exceptions set forth in the merger agreement) will be converted into the right to receive $197.00 in cash, without interest, and 0.3450 of a share of Synopsys common stock. The exchange ratio is fixed in the merger agreement (subject to adjustment if the number of shares of Synopsys common stock to be issued in connection with the merger would otherwise exceed 19.9999% of the issued and outstanding shares of Synopsys common stock immediately prior to the effective time). The exchange ratio will not be adjusted for changes in the market price of either Synopsys common stock or Ansys common stock. The market prices of Synopsys common stock and Ansys common stock have fluctuated before and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the special meeting, respectively, and the date the merger is completed, and the market price of Synopsys common stock will continue to fluctuate thereafter.

Because part of the value of the merger consideration will depend on the market price of Synopsys common stock at the time the merger is completed, Ansys stockholders will not know or be able to determine at the time of the special meeting the market value of the merger consideration they would receive upon completion of the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Synopsys’ or Ansys’ respective businesses, financial condition, operations and prospects, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Synopsys’ or Ansys’ common stock, federal, state and local legislation, governmental regulation and policies and legal developments in the industry segments in which Ansys or Synopsys operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond Synopsys’ and Ansys’ control, and neither Synopsys nor Ansys are permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. You are urged to obtain current market quotations for Synopsys common stock and Ansys common stock in determining whether to vote for the adoption of the merger agreement. In addition, see the section entitled “Comparative Per Share Market Price Data and Dividend Information” beginning on page 24.

To the extent that the aggregate number of shares of Synopsys common stock to be issued in connection with the merger (including all shares of Synopsys common stock which may be issued after the effective time pursuant to converted options, converted RSUs and assumed shares) would exceed the maximum share number, (i) the

The merger is subject to a number of conditions that must be satisfied or waived, in each case before the completion of the merger. These conditions are described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 114 and include among others, approval by a majority of Ansys stockholders of the merger agreement proposal, the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, registering the issuance of shares of Synopsys common stock to Ansys stockholders in connection with the merger and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or early termination of any applicable waiting period (and any extension thereof) under the HSR Act, approval for listing on the NASDAQ of the shares of Synopsys common stock to be issued in connection with the merger, and the absence of governmental restraints or prohibitions preventing the completion of the merger in the specified jurisdictions. The obligation of each of Synopsys and Ansys to complete the merger is also conditioned on, among other things, the accuracy of certain representations and warranties of the other party and the compliance by such other party with certain of its covenants, in each case, subject to the materiality standards set forth in the merger agreement. These conditions to the completion of the merger, some of which are beyond the control of Synopsys and Ansys, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

If any of these conditions are not satisfied or waived, either Synopsys or Ansys may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by the end date.

The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause Synopsys not to realize some or all of the benefits that it expects to achieve if the merger is successfully completed within their expected timeframe. There can be no assurance that the closing conditions will be satisfied or waived or that the transactions will be completed. See the risk factor titled “The announcement and pendency of the merger agreement and any subsequent termination of the merger agreement could negatively affect the stock price and the future business and financial results of Synopsys or Ansys,” below.

In the event that the parties determine to waive any of the conditions to the completion of the merger, such decision may have an adverse effect on Synopsys and Ansys and their respective stockholders. For example, if Ansys waives the condition that there be no material adverse effect on Synopsys that has occurred and is continuing, the value of the consideration received by Ansys stockholders could be materially diminished. By way of further example, if Synopsys and Ansys waive the condition that the shares of Synopsys common stock to be issued to Ansys stockholders in the merger must be approved for listing on the NASDAQ and close the merger, the shares of Synopsys common stock issued to Ansys stockholders at the closing would not be listed on a stock exchange until the NASDAQ has approved the listing application, and the ability of Ansys stockholders to trade such shares would be adversely affected.

In addition, under specified circumstances, including termination of the merger agreement by Ansys to accept and enter into a definitive agreement with respect to a superior offer or by Synopsys upon the change of the Ansys board recommendation, Ansys will be required to pay Synopsys a termination fee of $950 million (as described in the section entitled “The Merger Agreement—Ansys Stockholder Meeting; Ansys Board Recommendation” beginning on page 103). In addition, the merger agreement provides that Synopsys will be required to pay to Ansys a termination fee of $1.5 billion if the merger agreement is terminated under certain specified circumstances. In either case, such termination fees may be inadequate to compensate the relevant party for the damage caused, and if available, other rights and remedies may be expensive and difficult to enforce, and the success of any such action may be uncertain. See the section entitled “The Merger Agreement—Termination of

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the respective businesses of Synopsys and Ansys. If the merger is not completed for any reason, including as a result of a failure to obtain the required Ansys vote or the failure to obtain the requisite regulatory approvals, the ongoing businesses of Synopsys and Ansys may be adversely affected. Synopsys and Ansys may be subject to a number of risks and negative consequences, including, among others, the following:

Upon completion of the merger, Ansys stockholders are expected to hold approximately 16.5% of the issued and outstanding shares of the combined company immediately following the completion of the merger. Synopsys’ businesses differ from those of Ansys, and Ansys’ businesses differ from those of Synopsys, and, accordingly, the operating results of Synopsys following the merger will be affected by some factors that are different from those currently or historically affecting the operating results of Synopsys and those currently or historically affecting the operating results of Ansys. For a discussion of the businesses of each of Synopsys and Ansys and some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger” beginning on page 41 and the documents and information included elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus and listed under the section entitled “Where You Can Find More Information” beginning on page 169.

Upon completion of the merger, the rights of Ansys stockholders, who will become stockholders of Synopsys following the merger, will be governed by the certificate of incorporation and bylaws of Synopsys. The rights

From and after the date of the merger agreement and before completion of the merger, the merger agreement restricts Synopsys and Ansys from taking specified actions without the consent of the other party, with Ansys being restricted from taking a broader set of specified actions than Synopsys. The merger agreement also requires Ansys and its subsidiaries to conduct its and their respective businesses and operations in the ordinary course of business consistent with past practice and to use commercially reasonable efforts, subject to certain exceptions, to preserve substantially intact Ansys’ business organization and that of its subsidiaries, keep available the services of Ansys’ current officers and maintain in all material respects its relationships with all material suppliers, customers, landlords, creditors, licensors, licensees, employees and other persons having material business relationships with Ansys and its subsidiaries (taken as a whole). These restrictions may prevent Synopsys or Ansys from making changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise before the completion of the merger, and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the merger could be exacerbated by any delays in the completion of the merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Interim Operations of Synopsys and Ansys” beginning on page 98.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part registering the issuance of shares of Synopsys common stock to Ansys stockholders in connection with the merger and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or early termination of any applicable waiting period (and any extension thereof) under the HSR Act, approval for listing on the NASDAQ of the shares of Synopsys common stock to be issued in connection with the merger, and the absence of governmental restraints or prohibitions preventing the completion of the merger in specified jurisdictions. The obligation of each of Synopsys and Ansys to complete the merger is also conditioned on, among other things, the accuracy of certain representations and warranties of the other party on the date of the merger agreement and on the closing date and the compliance by such other party with certain of its covenants, in each case, subject to the materiality standards set forth in the merger agreement. No assurance can be given that the required stockholder approvals and governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Synopsys and Ansys expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived before completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 114.

The completion of the merger is subject to the receipt of clearance by antitrust authorities in the United States and in the specified antitrust jurisdictions. With respect to the United States, under the HSR Act, the merger may not be completed until notification and report forms have been filed with the FTC and the DOJ and the applicable waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period. If the FTC or DOJ issues a

The merger is also expected to be subject to clearance or approval by foreign investment authorities in the specified foreign investment jurisdictions. As of the date of this proxy statement/prospectus, the parties have agreed to submit all filings required under foreign investment laws in the specified foreign investment jurisdictions. In deciding whether to grant foreign investment approval, consent or clearance, foreign investment authorities generally will consider the effect of the transactions on national security or national interest within their jurisdictions, in particular with respect to sensitive sectors, critical infrastructure, critical technology, and access to personal identifiable information or sensitive personal data. Many jurisdictions have recently adopted, expanded, and/or are continuing to expand their foreign investment review regimes, and foreign investment authorities can have significant discretion in the interpretation and enforcement of such regimes. If new or existing regimes are enacted or updated prior to closing, or a foreign investment authority determines that the parties have failed to make a mandatory notification, the parties may be required to make additional foreign investment filings and/or be subject to fines, penalties, divestiture, or other regulatory actions.

Under the merger agreement, the merger cannot be completed until Synopsys and Ansys obtain approval to complete the merger or applicable waiting periods have expired or been terminated in each specified jurisdiction. Although the parties expect that all required regulatory clearances and approvals will be obtained, there is no assurance that Synopsys and Ansys will obtain all required regulatory clearances or approvals on a timely basis, if at all. The relevant antitrust and foreign investment authorities could take such actions under the applicable antitrust and foreign investment laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights or impose limitations or restrictions on, or prohibit, investments by certain investors (including, but not limited to, the imposition of limits on purchasing Synopsys common stock, limits on Synopsys’ ability to share information with such investors, governance modifications, or forced divestiture, among other things). In addition, other state or foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, even where we do not believe we meet the thresholds for filing, which could require additional filings or review processes and which could include seeking to enjoin the completion of the transaction.

Each of Synopsys and Ansys is required under the merger agreement to use their respective reasonable best efforts to defend, contest and/or appeal any judicial or administrative proceeding on the merits by any person or entity (including any governmental antitrust or foreign investment authority) seeking to challenge, restrain or prohibit the completion of the merger under any antitrust or competition or foreign investment law. For a more complete summary of the parties’ obligations with respect to regulatory approvals related to the merger, see the section entitled “The Merger Agreement—Regulatory Approvals and Related Matters” beginning on page 106. Failure to obtain the necessary clearance in the specified jurisdictions or any other jurisdiction could substantially delay or prevent the completion of the merger, which could negatively impact both Synopsys and Ansys.

Synopsys anticipates that the funds needed to complete the transactions will be derived from a combination of (i) available cash on hand of Synopsys and Ansys and (ii) third-party debt financing. See “The Merger—Financing the Merger” for additional information regarding the anticipated financing of the transactions. Synopsys has entered into (i) the debt commitment letter, pursuant to which the commitment parties have agreed to provide, subject to the satisfaction of customary closing conditions, up to $11.7 billion (reduced from an original commitment amount of $16 billion) of senior unsecured bridge term loans and (ii) the term loan

Synopsys’ ability to obtain new debt financing, to enter into the senior unsecured bridge term loans or to refinance such loans will depend on, among other factors, prevailing market conditions and other factors beyond Synopsys’ control. Synopsys cannot provide assurance that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. Synopsys’ obligation to complete the merger is not conditioned upon the receipt of any financing.

The unaudited pro forma condensed combined statements of income for the three months ended January 31, 2024 is prepared using Synopsys’ unaudited condensed consolidated statements of income for the three months ended January 31, 2024 and Ansys’ unaudited condensed consolidated statements of income for the three months ended December 31, 2023. Synopsys fiscal year ends on the Saturday nearest to October 31 and consists of 52 weeks, with the exception that approximately every five years, Synopsys has a 53-week year. When a 53-week year occurs, Synopsys includes the additional week in the first quarter to realign fiscal quarters with calendar quarters. Fiscal 2024 is a 53-week year ending on November 2, 2024. Fiscal 2023 and 2022 were 52-week years and ended on October 28, 2023, and October 29, 2022, respectively. Synopsys’ first quarter of fiscal 2024 included 14 weeks and ended on February 3, 2024. For presentation purposes, the unaudited pro forma financial information and accompanying notes refer to the closest calendar month end.

The unaudited pro forma combined financial statements included in this proxy statement/prospectus is presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what Synopsys’ actual financial position or operating results would have been had the merger been completed on the dates indicated. For example, as the terms of the debt commitment letter, term loan credit facility and revolving credit facility are the best available information, certain financing adjustments are calculated based on the terms of the debt commitment letter, term loan credit agreement and the revolving credit facility. In addition, because the unaudited pro forma condensed combined balance sheet and statements of income give effect to the merger as if it had been completed on January 31, 2024 and November 1, 2022, respectively, they do not reflect any additional operating cash flows that will be generated prior to the merger, and as such, additional financing was assumed for purposes of the unaudited pro forma combined financial information. The unaudited pro forma combined financial information also does not reflect the effect of any divestitures that may be required in connection with the merger. These agreements, assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing and inputs to interest rate determination on debt instruments issued. As a result, Synopsys’ financial position after the merger may differ materially or adversely from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 123.

While presented with numeric specificity, the Ansys unaudited prospective financial information provided in this proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, the specialty materials and related industries, and economic, market and financial conditions and additional matters specific to Ansys’ business) that are inherently subjective and uncertain and are beyond the control of the management team of Ansys. As a result, actual results may differ materially from the unaudited prospective financial information. Important factors that may affect actual results and cause these unaudited prospective financial information to not be achieved include,

The completion of the transactions may trigger change in control provisions in certain agreements to which Ansys is a party. If Ansys and Synopsys are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Ansys and Synopsys are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Ansys or Synopsys.

The success of the merger will depend in part on the retention of personnel critical to the business and operations of the combined company following the merger due to, for example, their technical skills or management expertise. Competition for qualified personnel is intense.

Current and prospective employees of Synopsys and Ansys may experience uncertainty about their future role with Synopsys and Ansys until the merger is completed and strategies with regard to these employees are announced or executed, which may impair Synopsys’ and Ansys’ ability to attract, retain and motivate key management, sales, marketing, technical and other personnel before and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Synopsys and Ansys may experience uncertainty about their future roles with Synopsys following the merger. If either of Synopsys or Ansys is unable to retain or attract personnel, including Synopsys’ and Ansys’ key management and other key employees, who are critical to the successful integration and future operations of the companies, Synopsys and/or Ansys could face disruptions in their operations, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, Synopsys and Ansys may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. The loss of key personnel could diminish the anticipated benefits of the merger.

If key employees of Synopsys and/or Ansys depart, or if an insufficient number of employees are retained to maintain effective operations, the integration of the companies may be more difficult and management’s attention may be diverted from successfully integrating Synopsys and Ansys to hiring suitable replacements, all of which may cause harm to Synopsys’ business, financial conditions or operating results following the merger. Furthermore, Synopsys may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the respective businesses of each of Synopsys or Ansys, and Synopsys’ ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into Synopsys. No assurance can be given that Synopsys will be able to attract or retain key employees of Synopsys and Ansys to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger will happen only if certain conditions are satisfied, including, among other things, the adoption of the merger agreement by Ansys stockholders and the receipt of the requisite regulatory approvals, among other conditions. Many of the conditions are outside the control of Synopsys and Ansys, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, distributors, suppliers, vendors, strategic partners or others that deal with Synopsys or Ansys to delay or defer entering into contracts with Synopsys or Ansys or making other decisions concerning Synopsys or Ansys, seek to change or cancel existing business relationships with Synopsys or Ansys or enter into new agreements or arrangements with competitors of Synopsys or Ansys, any of

In addition, the merger agreement restricts Synopsys, Ansys and their respective subsidiaries from making certain acquisitions and taking other specified actions until the merger occurs without the consent of the other parties. These restrictions may prevent Synopsys and Ansys from pursuing attractive business opportunities or strategic transactions that may arise before the completion of the merger. See the section entitled “The Merger Agreement—Interim Operations of Synopsys and Ansys” beginning on page 98 for a description of the restrictive covenants to which each of Synopsys and Ansys is subject.

Qatalyst Partners rendered an oral opinion to the Ansys board of directors on January 15, 2024, subsequently confirmed in writing by delivery of Qatalyst Partners’ opinion dated as of January 15, 2024, to the effect that, as of such date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in its written opinion, the merger consideration to be paid to holders of Ansys common stock (other than Synopsys or any affiliate of Synopsys) pursuant to the merger agreement was fair, from a financial point of view, to the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys).

Ansys has not obtained, nor will it obtain, an updated opinion regarding the fairness, from a financial point of view, of the merger consideration as of the date of this proxy statement/prospectus or before the completion of the merger from Qatalyst Partners. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Ansys. Qatalyst Partners’ opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Qatalyst Partners as of, the date of the opinion of Qatalyst Partners. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. The opinion of Qatalyst Partners does not speak as of any date other than the date of such opinion. The recommendation of the Ansys board of directors that Ansys stockholders vote “FOR” the merger agreement proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal are each made as of the date of this proxy statement/prospectus. For a description of the opinion that Ansys received from Qatalyst Partners, its financial advisor, see the section entitled “The Merger—Opinion of Qatalyst Partners” beginning on page 72.

When considering the recommendations of the Ansys board of directors with respect to the proposals described in this proxy statement/prospectus, Ansys stockholders should be aware that the directors and executive officers of Ansys have interests in the merger that are different from, or in addition to, those of Ansys stockholders generally. These interests include the potential for continued employment of certain executive officers of Ansys by Synopsys, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, and the right to continued indemnification of former Ansys directors and officers by Synopsys and the surviving corporation.

Ansys stockholders should be aware of these interests when they consider the recommendations of the Ansys board of directors that they vote to adopt the merger agreement. The Ansys board of directors was aware of these interests when it approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement, determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable, fair to and in the best interests of, Ansys and Ansys stockholders and recommended that Ansys stockholders adopt the merger agreement. The interests of Ansys directors and executive officers are described in more detail in the section entitled “Interests of Ansys’ Directors and Executive Officers in the Merger” beginning on page 140.

Synopsys or Ansys may determine to waive, in whole or part, one or more of the conditions of its obligations to complete the merger. Synopsys and Ansys currently expect to evaluate the materiality of any waiver and, in the case of Ansys, its effect on Ansys stockholders, in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any closing condition or as to re-soliciting stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Synopsys or Ansys, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains “no-shop” provisions that restrict Ansys’ ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation by Ansys” beginning on page 101):

Furthermore, there are only limited exceptions to the requirement under the merger agreement that the Ansys board of directors may not withdraw, adversely modify or permit the withdrawal or adverse modification of the Ansys board recommendation (as defined in the section entitled “The Merger Agreement—Ansys Stockholder Meeting; Ansys Board Recommendation” beginning on page 103). Although the Ansys board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to certain superior offers or certain changes in circumstances, if it determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and Ansys’ outside legal counsel, that the failure to withdraw or modify the Ansys board recommendation would be inconsistent with the Ansys board of directors’ fiduciary obligations under applicable Delaware law, such change of recommendation would entitle Synopsys to terminate the merger agreement and receive a termination fee. For more information, see the sections entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 117 and “The Merger Agreement—Transaction Expenses and Termination Fees” beginning on page 119.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Synopsys and Ansys have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including retention and severance payments that may be made to certain Synopsys employees and Ansys employees, filing fees, printing and mailing expenses and other related charges. Some of these costs are payable by Synopsys or Ansys regardless of whether the merger is completed.

Synopsys and Ansys will also incur integration costs in connection with the merger. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. Although Synopsys and Ansys expect that the elimination of duplicative costs, strategic benefits, additional income as well as the realization of other efficiencies related to the integration of the businesses may offset incremental merger-related and integration costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Synopsys or Ansys even if the merger is not completed. While both Synopsys and Ansys have assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

Transactions such as the merger are frequently subject to litigation or other legal proceedings, including, among other things, actions alleging that the Synopsys board of directors or Ansys board of directors breached their respective fiduciary duties to their stockholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. Neither Synopsys nor Ansys can provide assurance that such litigation or other legal proceedings will not be brought. Synopsys, Ansys and members of the Synopsys and Ansys boards of directors may in the future be parties, among others, to various claims and litigation related to the merger. Synopsys and Ansys will defend against the lawsuits filed, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, operating results or financial position of Synopsys, Ansys or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of the merger is that no permanent injunction by any governmental body in any specified jurisdiction will be in effect that prevents the completion of the merger. As such, if any governmental body or third party is successful in obtaining a permanent injunction preventing the completion of the merger, that injunction may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Upon completion of the merger, holders of Ansys common stock will receive cash and Synopsys common stock and become holders of Synopsys common stock. The market price of Synopsys common stock may fluctuate significantly following completion of the merger and holders of Ansys common stock could lose the value of their investment in Synopsys common stock. In addition, any significant price and volume fluctuations of the stock markets could have a material adverse effect on the market for, or liquidity of, the Synopsys common stock, regardless of Synopsys’ actual operating performance. In addition, Synopsys’ business differs in important respects from that of Ansys, and accordingly, the operating results of the combined company and the market price of Synopsys common stock after the completion of the merger may be affected by factors different from those currently affecting the independent operating results of each of Synopsys and Ansys. For a discussion of the businesses of Synopsys and Ansys and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 169.

As a result of the merger, the combined company may experience impacts on relationships with customers, distributors, suppliers and strategic partners that may harm the combined company's business and operating results. Certain customers, distributors, suppliers or strategic partners may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, distributors, suppliers or strategic partners will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, distributors, suppliers or strategic partners seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company's business and operating results may be harmed.

The success of the merger will depend on, among other things, the ability of Synopsys and Ansys to combine their businesses in a manner that facilitates growth opportunities and realizes cost savings. However, Synopsys and Ansys must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, Synopsys must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If Synopsys is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses, operating results and financial condition of the combined company, which may adversely affect the value of Synopsys common stock.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Synopsys and Ansys expect and may take longer to achieve than anticipated. If Synopsys is unable to adequately address integration challenges, it may be unable to successfully integrate the businesses and operations of Synopsys and Ansys or realize the anticipated benefits of the integration of the two companies.

Synopsys and Ansys have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Synopsys employees or key Ansys employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The challenges involved in this integration, which will be complex and time-consuming, include the following:

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of Synopsys after the merger.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of Synopsys’ business and Ansys’ business following the merger. Such litigation may have an adverse impact on the combined company's business and operating results or may cause disruptions to the combined company's operations.

Synopsys expects to incur a substantial amount of debt in connection with the merger and has entered into (i) the debt commitment letter, pursuant to which the commitment parties have agreed to provide, subject to the satisfaction of customary closing conditions, up to $11.7 billion (reduced from an original commitment amount of $16 billion) of senior unsecured bridge term loans and (ii) the term loan credit agreement with the term loan lenders, pursuant to which the term loan lenders have agreed to provide, subject to the satisfaction of customary closing conditions, up to $4.3 billion of senior unsecured term loans, for the purpose of financing a portion of the cash consideration to be paid in the merger and paying related fees and expenses in connection with the merger and the other transactions contemplated by the merger agreement. Synopsys expects to use a portion of the proceeds from the facilities to repay all outstanding indebtedness under Ansys’ existing credit facility substantially concurrently with the completion of the merger. Accordingly, as of January 31, 2024, the combined company would have had approximately $16.5 billion of total debt, after giving pro forma effect to the merger, the refinancing of Ansys’ existing credit facility and the adjustments set forth under the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 123.

Following the merger, the combined company's substantial indebtedness could have adverse effects on the combined company's financial condition and operating results, including:

The combined company’s ability to make scheduled payments of the principal of, to pay interest on, or to refinance its indebtedness following the merger will depend on, among other factors, the combined company’s financial positions and performance, as well as prevailing market conditions and other factors beyond its control. The combined company may not continue to generate cash flow from operations in the future sufficient to service its debt and make necessary capital expenditures and meet its other liquidity needs. If the combined company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital or debt refinancing on terms that may be onerous. The combined company may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations which, if not cured or waived, could accelerate the combined company's repayment obligations under all of its outstanding debt which could have a material adverse effect on the combined company's business, operating results or financial condition.

In addition, the level and quality of the combined company's earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings by credit rating agencies. There can be no assurance that the combined company will be able to obtain any future financing on acceptable terms, if at all. In addition, there can be no assurance that the combined company will be able to maintain the current creditworthiness or prospective credit ratings of Synopsys or Ansys. Any actual or anticipated changes, or adverse conditions in the debt capital markets, could:

The agreements that will govern the indebtedness of the combined company following the merger, including the indebtedness to be incurred pursuant to the debt commitment letter (or any indebtedness that may refinance or replace the bridge facility as set forth in the debt commitment letter) and the term loan credit agreement, will contain various affirmative and negative covenants. Such covenants may, subject to certain significant exceptions, restrict the ability of the combined company and certain of its subsidiaries after the merger to, among other things, engage in mergers, consolidations and acquisitions, grant liens and incur debt at subsidiaries. In addition, such agreements also contain financial covenants that will require the combined company to maintain certain financial ratios. The ability of the combined company and its subsidiaries to comply with these provisions after the merger may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate the combined company's repayment obligations under all of its outstanding debt, which could have a material adverse effect on the combined company's business, operating results or financial condition.

In connection with the merger, Synopsys suspended its stock repurchase program until the company is able to reduce its expected debt levels. In addition, Synopsys does not currently pay dividends and does not intend to pay dividends following the merger. The Synopsys board of directors will have the discretion to determine the share repurchase and dividend policy of the combined company, including recommencement of the stock repurchase program and the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by a number of factors, including:

Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

Upon completion of the merger, Synopsys stockholders and Ansys stockholders are expected to hold approximately 83.5% and 16.5%, respectively, of the issued and outstanding shares of the combined company immediately following the completion of the merger. Consequently, former Ansys stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Ansys.

Synopsys’ business will continue to be subject to the risks described in the section entitled “Risk Factors” in Synopsys’ Annual Report on Form 10-K for the fiscal year ended October 28, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended February 3, 2024 and in other documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 169 for the location of information incorporated by reference into this proxy statement/prospectus.

Ansys’ business will continue to be subject to the risks described in the section entitled “Risk Factors” in Ansys’ Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 169 for the location of information incorporated by reference into this proxy statement/prospectus.

Ansys, headquartered in Canonsburg, Pennsylvania is a leading global supplier of engineering simulation software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare and construction. Ansys focuses on the development of open and flexible solutions that enable users to analyze designs on-premises and/or via the cloud, providing a common platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing, validation and deployment. For more than 50 years, Ansys software has enabled innovators across industries to push the boundaries of product design by using the predictive power of simulation. Ansys helps close the gap between design and reality with Ansys simulation. From sustainable transportation to advanced semiconductors, from satellite systems to life-saving medical devices, Ansys powers innovation that drives human advancement. Ansys’ principal executive offices are located at 2600 Ansys Drive, Canonsburg, PA 15317 and its telephone number is (844) 462-6797.

For more information about Ansys, please visit Ansys’ website at https://www.ansys.com. The information contained on Ansys’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Ansys is included in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 169.

Synopsys, Inc., a Delaware corporation, is a global leader in supplying the electronic design automation (EDA) software that engineers use to design and test integrated circuits, also known as chips or silicon. Synopsys also offers a broad and comprehensive portfolio of semiconductor intellectual property products and is a leading provider of software tools and services that improve the security, quality and compliance of software in a wide variety of industries. Synopsys operates in three segments: Design Automation, Design IP and Software Integrity.

For more information about Synopsys, please visit Synopsys’ website at http://www.synopsys.com. The information contained on Synopsys’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Synopsys is included in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 169.

ALTA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Synopsys, was formed solely for the purpose of facilitating the merger. Merger Sub has not conducted any material business prior to the date of the merger agreement and has no material assets or material obligations of any nature, other than those incident to its formation and those incurred in connection with the merger agreement. By operation of the merger, Merger Sub will be merged with and into Ansys, with Ansys surviving the merger as a wholly owned subsidiary of Synopsys.

This proxy statement/prospectus is first being mailed on or about April 17, 2024 and constitutes notice of the special meeting in conformity with the requirements of the DGCL and the amended and restated bylaws of Ansys, which are referred to as the Ansys bylaws.

This proxy statement/prospectus is being provided to Ansys stockholders as part of a solicitation of proxies by the Ansys board of directors for use at the special meeting and at any adjournments or postponements of the special meeting. Ansys stockholders are encouraged to read the entire document carefully, including the annexes and exhibits to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

The special meeting will be held virtually via the Internet on May 22, 2024, at 11:00 a.m., Eastern Time. The special meeting will be held in a virtual-only format conducted via live audio webcast. Only holders of Ansys common stock as of the close of business on the record date are entitled to receive notice of, and vote at, the special meeting via the special meeting website or any adjournment or postponement thereof. Ansys stockholders will be able to attend the special meeting via the special meeting website or by proxy, submit questions and vote their shares electronically during the meeting by visiting the special meeting website at www.virtualshareholdermeeting.com/ANSS2024SM. Ansys stockholders will need the control number found on their proxy card or voting instruction form in order to access the special meeting website.

After careful consideration, the Ansys board of directors unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ansys and its stockholders; (ii) approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) directed that the merger agreement be submitted for adoption at a meeting of Ansys stockholders; and (iv) resolved to recommend that Ansys stockholders vote in favor of the adoption of the merger agreement.

See also the section entitled “The Merger—Recommendation of the Ansys Board of Directors; Ansys’ Reasons for the Merger” beginning on page 68.

The record date to determine who is entitled to receive notice of and to vote at the special meeting or any adjournments or postponements thereof is April 9, 2024. As of the close of business on April 9, 2024, the latest practicable date before the date of this proxy statement/prospectus, there were 87,299,981 shares of Ansys

A quorum of stockholders is necessary to conduct the special meeting. The presence, including by proxy, of the holders of a majority of the shares of Ansys common stock entitled to vote at the special meeting is necessary to constitute a quorum. Shares of Ansys common stock represented at the special meeting and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting and broker non-votes, will be counted for purposes of determining a quorum. If a quorum is not present, the special meeting will be postponed or adjourned until the holders of the number of shares of Ansys common stock required to constitute a quorum attend.

Under the NASDAQ rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NASDAQ determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NASDAQ rules, “non-routine” matters include the merger agreement proposal (Proposal 1), the compensation proposal (Proposal 2), and the adjournment proposal (Proposal 3). Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, Ansys does not expect any broker non-votes at the special meeting. As a result, if you hold your shares of Ansys common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. The NASDAQ rules governing brokers’ discretionary authority will not permit brokers to exercise discretionary authority regarding any of the proposals to be voted on at the special meeting.

Except for the adjournment proposal, the vote required to approve the proposals listed herein assumes the presence of a quorum.

As of April 9, 2024, the latest practicable date before the date of this proxy statement/prospectus, Ansys directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 241,903 shares of Ansys common stock, collectively representing approximately 0.3% of the total outstanding shares of Ansys common stock. Although none of them has entered into any agreement obligating them to do so, Ansys currently expects that all of its directors and executive officers will vote their shares “FOR” the merger agreement proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. See also the section entitled “Interests of Ansys’ Directors and Executive Officers in the Merger” beginning on page 140.

If you are a stockholder of record, you may vote by proxy through the Internet, by telephone or by mail, or by voting at the special meeting via the special meeting website. For shares held through a bank, broker or other nominee in “street name” instead of as a registered holder, you may vote by submitting your voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated below. Please refer to the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee, your shares of Ansys common stock will not be voted on any proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the special meeting; see the section entitled “The Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 44.

Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you are a stockholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on May 21, 2024. To reduce administrative costs and help the environment by conserving natural resources, Ansys asks that you vote through the Internet or by telephone, both of which are available 24 hours a day.

Notwithstanding the above, if you hold your shares in “street name” and you submit voting instructions to your bank, broker or other nominee, your instructions must be received by the bank, broker or other nominee before the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions.

If you deliver a proxy pursuant to this proxy statement/prospectus, but do not specify a choice with respect to any proposal set forth in this proxy statement/prospectus, your underlying shares of Ansys common stock will be voted on such uninstructed proposal in accordance with the recommendation of the Ansys board of directors. Ansys does not expect that any matter other than the proposals listed above will be brought before the special meeting and the Ansys bylaws provide that the only business that may be conducted at the special meeting are those proposals brought before the meeting pursuant to this proxy statement/prospectus.

Any stockholder giving a proxy has the right to revoke it, including any proxy card you may have previously submitted, before the proxy is voted at the special meeting by any of the following actions:

Attendance virtually at the special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Ansys after the vote will not affect the vote. Ansys’ corporate secretary’s mailing address is: 2600 Ansys Drive, Canonsburg, Pennsylvania 15317, Attention: Corporate Secretary. If the special meeting is postponed or adjourned, it will not affect the ability of holders of Ansys common stock of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Ansys is soliciting proxies to provide an opportunity to all Ansys stockholders to vote on agenda items, whether or not the stockholders are able to attend the special meeting or an adjournment or postponement thereof. In addition to the solicitation of proxies by mail, Ansys will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Ansys common stock and secure their voting instructions, if necessary. Ansys may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Ansys has also retained Mackenzie Partners, Inc. to assist in soliciting proxies and in communicating with Ansys stockholders and estimates that it will pay them a fee of approximately $75,000, plus reimbursement for certain fees and expenses. Ansys also has agreed to indemnify Mackenzie Partners, Inc. against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Ansys or by Ansys directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Ansys will not be paid any additional amounts for their services or solicitation in this regard.

The special meeting may be accessed via the special meeting website, where Ansys stockholders will be able to listen to the special meeting, submit questions and vote online.

You are entitled to attend the special meeting via the special meeting website only if you were a stockholder of record as of the close of business on the record date, or you held your shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date, or you hold a valid proxy for the special meeting. If you were a stockholder of record at the close of business on the record date and wish to attend the special meeting via the special meeting website, you will need the control number on your proxy card. If a bank, broker, trustee or other nominee is the record owner of your shares of Ansys common stock, you will need to obtain your specific control number and further instructions from your bank, broker, trustee or other nominee.

You may submit questions during the live audio webcast of the special meeting via the special meeting website. To ensure the special meeting is conducted in a manner that is fair to all stockholders, Ansys may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. Ansys reserves the right to edit or reject questions it deems inappropriate, redundant or not relevant to the special meeting’s limited purpose.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request prompt delivery of a copy of this proxy statement/prospectus by writing to: 51 Mercedes Way, Edgewood, New York 11717, or by calling: (866) 540-7095.

The Ansys board of directors will appoint an independent inspector of election for special meeting. The inspector of election will, among other matters, determine the number of shares of Ansys common stock represented at the special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Ansys stockholders.

If a quorum is present at the special meeting but there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal, then Ansys stockholders may be asked to vote on the adjournment proposal.

At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn before the time the proxy is voted at the reconvened meeting.

If you need assistance voting or in completing your proxy card or have questions regarding the special meeting, please contact Mackenzie Partners, Inc., the proxy solicitation agent for Ansys:

This proxy statement/prospectus is being furnished to you as a stockholder of Ansys as part of the solicitation of proxies by the Ansys board of directors for use at the special meeting to consider and vote upon a proposal to adopt the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

The Ansys board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ansys and its stockholders.

The Ansys board of directors accordingly unanimously recommends that Ansys stockholders adopt the merger agreement, as disclosed in this proxy statement/prospectus and particularly the related narrative disclosures in the sections of this proxy statement/prospectus entitled “The Merger” beginning on page 51 and “The Merger Agreement” beginning on page 89 and as attached as Annex A to this proxy statement/prospectus.

Assuming a quorum is present, the merger between Ansys and Synopsys cannot be completed without the affirmative vote of a majority of the outstanding shares of Ansys common stock entitled to vote thereon. A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Ansys is required to submit a proposal to Ansys stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ansys’ named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement. This compensation is summarized in the section captioned “The Merger—Interests of Ansys’ Directors and Executive Officers in the Merger—Golden Parachute Compensation.” The Ansys board of directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement.

The vote on this compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to approve the proposal to adopt the merger agreement and vote not to approve this compensation proposal and vice versa. Because the vote on the compensation proposal is advisory only, it will not be binding on Ansys. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be paid to Ansys’ named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements, regardless of the outcome of the vote on this compensation proposal.

Approval, on an advisory (non-binding) basis, of the compensation proposal requires the affirmative vote of the outstanding shares of Ansys common stock representing a majority of the outstanding shares present at the special meeting in person or by proxy, provided a quorum is present. Assuming a quorum is present, (i) a failure to vote in person or by proxy at the special meeting will have no effect on the outcome of the compensation proposal, (ii) abstentions will not be counted as votes “FOR” or “AGAINST” and will have no effect on the outcome of the compensation proposal and (iii) broker “non-votes” (if any) will have no effect on the outcome of the compensation proposal. Shares of Ansys common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

The special meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the merger agreement proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Ansys stockholders.

Ansys is asking its stockholders to authorize the holder of any proxy solicited by the Ansys board of directors to vote in favor of any adjournment of the special meeting to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Ansys stockholders.

Whether or not a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting on the adjournment proposal is required to approve the adjournment proposal (meaning the number of votes cast at the special meeting “FOR” the adjournment proposal must exceed votes cast “AGAINST” in order for the adjournment proposal to be approved). A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the adjournment proposal.

Synopsys, Merger Sub and Ansys have entered into the merger agreement, which provides for the merger of Merger Sub with and into Ansys, with Ansys surviving the merger as a wholly owned subsidiary of Synopsys.

At the effective time, each share of Ansys common stock issued and outstanding immediately prior to the effective time (other than Ansys excluded shares) will be converted into the right to receive (i) $197.00 in cash, without interest, and (ii) 0.3450 of a share of Synopsys common stock, plus cash in lieu of any fractional shares.

No fractional shares of Synopsys common stock will be issued upon the conversion of shares of Ansys common stock pursuant to the merger agreement. Each holder of shares of Ansys common stock who would otherwise have been entitled to receive a fraction of a share of Synopsys common stock (after aggregating all shares represented of Synopsys common stock issuable to such holder) will receive, in lieu thereof and upon surrender thereof, a cash payment (rounded up to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of Synopsys common stock on the NASDAQ on the trading day immediately preceding the closing date.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger (except if the number of shares of Synopsys common stock to be issued in connection with the merger would otherwise exceed 19.9999% of the issued and outstanding shares of Synopsys common stock immediately prior to the effective time), regardless of whether the market price of either Synopsys common stock or Ansys common stock changes. Therefore, the value of the merger consideration will depend on the market price of Synopsys common stock at the effective time. The market price of Synopsys common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the special meeting, the date the merger is completed and thereafter. The market price of Synopsys common stock, when received by Ansys stockholders after the merger is completed, could be greater than, less than or the same as the market price of Synopsys common stock on the date of this proxy statement/prospectus or at the time of the special meeting. Accordingly, you should obtain current market quotations for Synopsys common stock and Ansys common stock before deciding how to vote with respect to any of the proposals described in this proxy statement/prospectus. Synopsys common stock and Ansys common stock are traded on the NASDAQ under the symbols “SNPS” and “ANSS,” respectively.

If the stock consideration to be issued by Synopsys in connection with the merger (including all shares of Synopsys common stock which may be issued after the effective time pursuant to converted options, converted RSUs and assumed shares) would exceed the maximum share number, the exchange ratio will be reduced by the exchange ratio reduction amount, and the per share cash amount will be increased by an amount equal to (i) the closing trading price of Synopsys common stock on NASDAQ for the trading day immediately preceding the closing date, multiplied by (ii) the exchange ratio reduction amount (rounded down to the nearest one-hundredth of a cent).

The Ansys board of directors and Ansys management regularly review and assess the company’s business, financial performance and strategic direction, outlook and growth prospects in light of industry and market developments. As part of this assessment, the Ansys board of directors and management regularly consider potential opportunities to strengthen the company’s business and enhance stockholder value, including by pursuing strategic opportunities such as acquisitions, dispositions, commercial partnerships or combinations with third parties. Consistent with their fiduciary duty to enhance stockholder value, the Ansys board of directors and management have always remained open to considering third-party interest in acquiring Ansys as well.

On September 21, 2023, Dr. Gopal met again with the same representative of Party 1 while both attended an industry conference. During the meeting, the Party 1 representative reiterated his interest in exploring a potential business combination with Ansys. Dr. Gopal suggested that Party 1 send a written proposal if Party 1 wanted the Ansys board of directors to consider the idea.

On October 3, 2023, Dr. Gopal met again with the same representative of Party 1 who continued to express an interest in a potential business combination with Ansys. Dr. Gopal reiterated his suggestion that Party 1 send a written proposal to enable the Ansys board of directors to evaluate Party 1’s acquisition interest with greater clarity on Party 1’s proposed transaction terms.

On October 15, 2023, Dr. Gopal spoke again with the representative of Party 1, who informed Dr. Gopal that Party 1 would be sending a written proposal to acquire Ansys. Following the conversation, Dr. Gopal received an email from a representative of Party 1 containing a non-binding indication of interest in acquiring Ansys for a combination of Party 1 stock and $57 in cash for each share of Ansys stock, implying a combined total value of approximately $365 per share of Ansys stock based on the then-prevailing trading price of Party 1 stock. Ansys stock closed at $293.13 per share on October 13, 2023, the most recent trading day prior to receipt of Party 1’s proposal letter. Party 1’s proposal letter contained a request that Ansys execute an exclusivity agreement providing for a 30-day period of exclusive negotiations with Party 1 to enable the parties to conduct confirmatory due diligence and negotiate a definitive transaction agreement. Dr. Gopal promptly shared Party 1’s transaction proposal with Ronald Hovsepian, chairman of the Ansys board of directors, and Dr. Gopal and Mr. Hovsepian decided to convene a meeting of the Ansys board of directors the following day to discuss Party 1’s transaction proposal.

On October 16, 2023, the Ansys board of directors met to discuss Party 1’s indication of interest. After discussing their initial reactions to Party 1’s proposal, subject to finalizing the terms of their engagement, the board approved the selection of Qatalyst Partners to serve as Ansys’ exclusive financial advisor to assist the company and the Ansys board of directors with an evaluation of Party 1’s transaction proposal and strategic alternatives to Party 1’s proposal, including possible business combination transactions with other third parties. Qatalyst Partners was selected to act as Ansys’ financial advisor based on Qatalyst Partners’ qualifications, expertise and reputation, as well as its knowledge of Ansys’ business and the industry in which it operates. At this meeting, the Ansys board of directors also approved the engagement of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to serve as the company’s legal counsel in connection with its evaluation of Party 1’s transaction proposal and strategic alternatives to Party 1’s proposal.

On October 17, 2023, the Ansys board of directors met with representatives of Qatalyst Partners and Skadden in attendance. Qatalyst Partners reviewed the details of Party 1’s proposal and presented a preliminary financial analysis of the proposal based on publicly available information, including Party 1’s financial profile, Ansys’ financial profile and historical trading statistics of Ansys, Party 1 and comparable software companies. Qatalyst Partners also presented a preliminary analysis of Party 1’s ability to increase the value of its proposal, including the cash component, through financing and other sources of cash, as well as a preliminary analysis of the pro forma financial profile of a combined company and its potential trading profile and characteristics. Finally, Qatalyst Partners presented a framework for considering Party 1’s proposal, potential responses to it and other related next steps, including potential outreach to other third parties with business and financial profiles that would suggest potential interest in a business combination with Ansys. The Ansys board of directors discussed the foregoing and requested a more specific engagement plan for Party 1, as well as a specific plan for outreach to other third parties that might have interest in a strategic business combination with Ansys.

On October 18, 2023, the Ansys board of directors reconvened its meeting begun the previous day, with management and representatives of Qatalyst Partners and Skadden in attendance. Skadden provided an overview of the directors’ fiduciary duties in connection with their evaluation of a potential sale of Ansys, emphasizing the importance of active board oversight over any strategic process involving a potential business combination

During the following few days, Dr. Gopal informed Party 1 that it should expect to receive a response from Ansys during the week of November 6, 2023 (after Ansys had issued its third quarter earnings release) and, as specifically authorized and directed by the Ansys board of directors, he contacted representatives of Synopsys and three other companies, referred to herein as Party 2, Party 3 and Party 4, to inform each of them that Ansys had received inbound interest in a business combination transaction. During these conversations, Dr. Gopal inquired into each party’s interest in exploring a strategic transaction with Ansys and encouraged each of them to engage with Qatalyst Partners if they had any such interest. Following these conversations, all four parties expressed interest in exploring a potential strategic transaction with Ansys and, thereafter, Qatalyst Partners contacted representatives of each of them to discuss timing and next steps. Shortly following these meetings, Ansys entered into a mutual confidentiality agreement with each of Synopsys, Party 2 and Party 3 (which included customary standstill provisions but did not include so-called “don’t ask, don’t waive” restrictions) in order to facilitate the exchange of information between Ansys and each of them.

On October 25, 2023 and October 26, 2023, the Ansys board of directors held regularly scheduled in-person board and committee meetings. At these meetings, the board discussed developments in the simulation market and Ansys’ stand-alone business strategy and strategic alternatives. On October 26, 2023, Qatalyst Partners provided an update on the company’s strategic process and recent discussions with each of the parties that Dr. Gopal had contacted at the board’s direction. Qatalyst Partners suggested the board meet again within the coming weeks in order to review management’s refreshed long-term financial forecasts, review the market’s reaction to the third quarter earnings releases of Ansys and Party 1, review a preliminary financial analysis of Ansys’ stand-alone valuation, review Party 1’s proposal with reference to the foregoing and develop a response to Party 1’s proposal based on the foregoing. Qatalyst Partners then presented an analysis of Party 1’s recent financial performance, long-term financial prospects and trading statistics and characteristics in order to lay a foundation for evaluating Party 1’s transaction proposal at a forthcoming board meeting.

Later on October 26, 2023, members of Ansys management met with representatives of Party 2 to review Ansys’ business, products and financial profile.

On October 28, 2023, members of the Transaction Committee met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance to discuss the status of the company’s strategic process and recent discussions with Synopsys, Party 2, Party 3 and Party 4. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the Transaction Committee continued its discussion in an executive session.

On October 29, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The Ansys board of directors reviewed long-range financial forecasts for Ansys’ 2023, 2024, 2025 and 2026 fiscal years prepared by Ansys management, which included three alternative cases to give a broader perspective on possible alternative financial outcomes. See “The Merger—Certain Unaudited Prospective Financial Information” for a summary of these financial forecasts. After reviewing and discussing the foregoing, the board authorized Qatalyst Partners to use the foregoing financial forecasts in their financial analysis of Ansys and Party 1’s transaction proposal. The Ansys board of directors also authorized Ansys management and Qatalyst Partners to share Management Case 1 with Synopsys, Party 1, Party 2, Party 3 and Party 4 provided they entered into a confidentiality agreement with Ansys. Subsequently, representatives of Qatalyst Partners departed the meeting and the board discussed the terms of Qatalyst Partners’ potential engagement, including the relationship disclosure letter previously provided by Qatalyst Partners. After discussion, the board approved the engagement of Qatalyst Partners in connection with the evaluation of strategic alternatives of Ansys. That same day, Qatalyst Partners called Evercore Group L.L.C. (“Evercore”), Synopsys’ financial advisor, and, as specifically authorized and directed by the Ansys board of directors, indicated that Synopsys should maximize cash in any transaction proposal for a business combination with Ansys and noted that Ansys was engaging in discussions with multiple parties.

On October 30, 2023, Ansys management met with representatives of Party 2 to address supplemental due diligence questions raised by Party 2.

On November 3, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The board discussed Ansys’ third quarter earnings release and the status of discussions with Party 1, Party 2, Party 3, Party 4 and Synopsys. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session.

On November 6, 2023, Ansys provided Synopsys, Party 2 and Party 3 with certain due diligence information regarding Ansys’ business, operations and financial results through a virtual data room. As Party 1 had not yet entered into a confidentiality agreement with Ansys, Party 1 was not provided access to the virtual data room at that time.

On November 7, 2023, the Ansys board of directors met with representatives of Skadden in attendance. Skadden presented a preliminary regulatory assessment of a potential transaction with each of Party 1, Party 2, Party 3, Party 4 and Synopsys, noting that transactions with certain potentially interested counterparties would likely involve greater regulatory scrutiny than others and as a result could take longer to close and may require more involved regulatory-related mitigation measures such as divestures. Following Skadden’s presentation, representatives of Qatalyst Partners joined the meeting and presented a preliminary financial analysis of Ansys’ stand-alone valuation based on the Ansys long-term financial forecasts previously reviewed and approved by the board and current market trading statistics. Qatalyst Partners then reviewed Party 1’s transaction proposal and presented a pro forma combination analysis of a combined Party 1-Ansys company. After presenting these analyses, Qatalyst Partners discussed a framework for considering Party 1’s proposal, including whether to terminate or continue discussions with Party 1 regarding a potential transaction and how to respond to Party 1 if the board chose to continue transaction discussions with Party 1. The board discussed the fact that Party 1’s stock was trading near all-time high multiples and in any likely scenario a significant majority of the transaction consideration to be paid to Ansys stockholders in a transaction with Party 1 would consist of Party 1’s stock. The board also noted that the stock prices and trading multiples of several of the potentially interested counterparties were at or near all-time highs, reflecting business performance but also a measure of downside risk in stock prices if the trading multiples of these counterparties contracted for any reason. The board also considered the fact that if it sought a greater portion of cash consideration in a transaction with Party 1 in order to obtain downside value protection and greater value certainty, Party 1 would need to incur greater leverage to finance the additional cash consideration, which could in turn put downward price pressure on the remaining stock portion of Party 1’s transaction consideration. Finally, the board considered the fact that risks associated with Party 1 stock were accentuated by a potentially protracted regulatory process that could significantly delay completion of the transaction. After discussing the foregoing and other considerations, the board agreed that Party 1’s proposal was inadequate but sufficient to continue discussions with Party 1 to determine whether Party 1 would be willing to make a more compelling transaction proposal. The board discussed potential responses to Party 1, as well as messaging to Party 2, Party 3, Party 4 and Synopsys, with the goal of encouraging proposals from all of them at a time that would enable the Ansys board of directors to compare them to one another and the company’s stand-alone prospects and valuation. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session.

On November 8, 2023, following guidance and instruction from the Ansys board of directors, Dr. Gopal called a representative of Party 1 to convey Ansys’ feedback on Party 1’s proposal. Dr. Gopal informed Party 1 that the Ansys board of directors and management were confident in Ansys’ stand-alone business prospects and that Party 1’s proposal was inadequate in terms of overall value, the portion of cash comprising the proposed transaction consideration and commitments to obtain regulatory approvals to complete the transaction. Dr. Gopal suggested that Ansys and Party 1 enter into a confidentiality agreement to enable the companies to share additional information that would help Party 1 improve the terms of its transaction proposal, while affording Ansys an opportunity to evaluate Party 1’s business and financial prospects to better inform Ansys’ understanding of the long-term value of the stock component of Party 1’s proposal. The representative of Party 1 informed Dr. Gopal that Party 1 did not require additional information from Ansys in order to negotiate the terms of a transaction and that engaging in mutual information sharing would unnecessarily delay transaction negotiations. Dr. Gopal noted that the Ansys board of directors would require additional information from Party 1 in order to negotiate a transaction that included a significant amount of Party 1’s stock with appropriate commitments from Party 1 to take steps to ensure required regulatory approvals were timely received, regardless of whether Party 1 was willing to negotiate a transaction without additional information from Ansys.

On November 9, 2023, Ansys management met with representatives of Synopsys and addressed due diligence questions raised by Synopsys, including questions related to product and finance-related matters. Ansys management also met with representatives of Party 2 to address supplemental due diligence questions raised by Party 2. Later that day, a representative of Qatalyst Partners spoke with a representative of Party 1’s financial advisor and suggested that Party 1 enter into a confidentiality agreement with Ansys to facilitate information sharing between the parties. The representative of Qatalyst Partners reiterated that the Ansys board of directors would require certain confidential information from Party 1 (including its long-term financial plan and forecast) in order to negotiate a transaction that included Party 1’s stock so Party 1 would need to enter into a confidentiality agreement with Ansys to facilitate that information exchange if it wished to pursue a transaction with Ansys. In addition, Qatalyst Partners informed representatives of Party 1 that Ansys would require appropriate commitments from Party 1 to take steps to ensure required regulatory approvals were timely received. Representatives of Party 1 informed Qatalyst Partners that Party 1 was unwilling to enter into a confidentiality agreement or engage in mutual information sharing unless and until the parties had reached agreement on the principal terms of a transaction. Qatalyst Partners was also informed that Party 1 was considering an alternative transaction.

On November 10, 2023, Ansys management met with representatives of Party 4 and reviewed a management presentation on Ansys’ business, products and financial profile based on publicly available information because Party 4 had not yet entered into a confidentiality agreement with Ansys.

On November 11, 2023, Ansys management met with representatives of Party 3 to address supplemental due diligence questions raised by Party 3.

On November 13, 2023, Dr. Gopal spoke by telephone with a representative of Party 1 and was informed that Party 1 was unwilling to make another transaction proposal for Ansys but would consider any counter-offers that Ansys proposed in response to Party 1’s initial transaction proposal. Dr. Gopal was also informed that Party 1 was unwilling to be a participant in any process that Ansys might conduct to solicit strategic alternatives and requested a counter-proposal soon if Ansys wished to engage in further transaction discussions. The representative of Party 1 informed Dr. Gopal that Party 1 was considering an alternative transaction and, accordingly would require Ansys to move quickly or Party 1 would proceed with the alternative transaction. Dr. Gopal responded that he would discuss Party 1’s position with the Ansys board of directors but he did not commit to making any counter-offers nor to alter the process to meet Party 1’s timeline.

On November 14, 2023, Ansys management met separately with representatives of Party 2 and Party 3 to address their additional due diligence questions and review a presentation of Ansys’ long-term financial plan and forecasts previously reviewed and approved by the Ansys board of directors.

On November 16, 2023, Qatalyst Partners spoke with a representative of Party 4 and was informed that Party 4 would not be pursuing an acquisition of Ansys at this time. Qatalyst Partners promptly conveyed this information to members of the Ansys board of directors and management.

Also on November 16, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners provided a situational update on the company’s strategic process, including Party 1’s refusal to participate in a strategic process involving Ansys and enter into a confidentiality agreement and Party 1’s request for a counter-proposal from Ansys soon so that Party 1 could determine whether to continue transaction discussions with Ansys. Qatalyst Partners observed that each of Party 2, Party 3 and Synopsys had held preliminary meetings with Ansys management, conducted preliminary due diligence work and indicated willingness to engage on regulatory matters under a confidentiality agreement with Ansys, in order to evaluate a potential transaction with Ansys and had been asked to submit a transaction proposal by the end of November. Finally, Qatalyst Partners noted that Party 4 had a preliminary meeting with Ansys but subsequently withdrew from the company’s strategic process. Qatalyst Partners then presented a preliminary financial evaluation of Party 1’s transaction proposal based on current trading statistics and other valuation analytics, as well as a preliminary financial analysis of a pro forma combined Party 1-Ansys company, including potential value creation opportunities presented by the business combination. Skadden then presented

Later in the day, Qatalyst Partners conveyed the Ansys board’s request to representatives of Party 2, Party 3 and Synopsys, although Synopsys’ representatives responded that if Synopsys decided to make a transaction proposal, it would be unlikely to do so until after its quarterly earnings announcement on November 29, 2023.

Later that evening, Dr. Gopal and Mr. Ghazi met to discuss the diligence meetings that were scheduled for the following day. During the meeting, Dr. Gopal reiterated the Ansys board’s request that Synopsys submit any transaction proposal it wished to make by the end of November and also emphasized that the Ansys board would want parties to maximize cash in any proposal for a business combination with Ansys.

On November 17, 2023, Ansys management met in person with representatives of Synopsys to address additional diligence questions raised by Synopsys. Ansys management also discussed the need for Ansys to conduct due diligence on Synopsys in the event any transaction proposed by Synopsys included Synopsys stock. Synopsys did not oppose providing a reasonable level of due diligence on Synopsys. Throughout the day, Qatalyst Partners had several discussions with Party 1’s financial advisor in an effort to encourage Party 1 to provide certain confidential information to Ansys (including its long-term financial plans and forecast) in order to enable Ansys to prepare an informed counter-proposal to Party 1’s transaction proposal. Party 1’s financial advisor informed Ansys that Party 1 was unwilling to engage in mutual due diligence or otherwise delay negotiation of transaction terms to allow for a protracted due diligence exercise. During these calls, Party 1’s financial advisor again noted that Party 1 was considering an alternative transaction and wanted to determine whether a transaction with Ansys could be negotiated quickly and, if not, noted that Party 1 would proceed with the alternative transaction.

On November 18, 2023, the Transaction Committee met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The Transaction Committee discussed recent discussions with Party 1, including Party 1’s continued reluctance to engage in confidential information sharing under a confidentiality agreement and Party 1’s desire either to negotiate a transaction with Ansys soon or to pivot to an alternative transaction it was considering (and pursuing in parallel with a potential transaction with Ansys). The Transaction Committee considered the importance of keeping Party 1 engaged, both to maximize the value of Party 1’s transaction proposal and to create competitive tension to encourage Party 2, Party 3 and Synopsys to make compelling transaction proposals by the end of the month. The Transaction Committee also considered Party 1’s statement that it was pursuing an alternative transaction, and determined that although important to keep Party 1 engaged, the Transaction Committee should strive to receive offers from all interested parties before determining whether to proceed with any of the counterparties or none of the counterparties. With a view to reconsidering the board’s previous determination not to make a counter-proposal to Party 1, Qatalyst Partners again reviewed a preliminary valuation analysis of Ansys, as well as a preliminary financial analysis of Party 1 and its financial ability to increase the cash component of its transaction proposal, in order to help the committee determine an appropriate counter-proposal, despite the fact that Party 1 had not shared information which would support the Transaction Committee’s work in evaluating Party 1’s proposal. After discussion, the Transaction Committee authorized and instructed Qatalyst Partners to convey to Party 1 that Ansys would be willing to consider a transaction with Party 1 if Ansys stockholders received shares of Party 1 stock and $110 in cash per Ansys share, implying a total value of approximately $439.97 per Ansys share based on the then-prevailing trading price of Party 1 stock. The closing price of Ansys stock the previous day was $299.46 per share. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the Transaction Committee continued its discussion in an executive session. Following this meeting, at the direction of the Transaction Committee, a representative of Qatalyst Partners called Party 1’s financial advisor to convey Ansys’ counter-proposal.

On November 22, 2023, Party 1’s financial advisor called representatives of Qatalyst Partners with a revised transaction proposal from Party 1. Party 1’s revised proposal contemplated that Ansys stockholders would receive shares of Party 1 stock and $80 in cash per Ansys share, implying a total value of approximately $396.31 per Ansys share based on the then-prevailing trading price of Party 1 stock. The closing price of Ansys stock the previous day was $299.55 per share. Party 1’s financial advisor observed that Party 1 had little to no room to increase the total value of its proposed transaction consideration and very limited ability to further increase the cash component of its proposed transaction consideration because it was constrained by its desire not to over-lever Party 1 to finance the transaction. Qatalyst Partners promptly conveyed Party 1’s revised proposal and their conversation with Party 1’s financial advisor to members of the Ansys board of directors and management, including Party 1’s request for a response no later than November 29, 2023. Later in the day, Party 1’s outside counsel conveyed responses to the regulatory-related terms that Skadden had previously proposed on behalf of Ansys. Party 1’s regulatory-related terms presented what appeared to be a reasonably strong commitment to achieving regulatory clearance for the transaction, but Ansys’ ability to fully assess the strength of Party 1’s regulatory commitment was hampered by Party 1’s refusal to share certain confidential information with Ansys (due in part to Party 1’s refusal to enter into a confidentiality agreement with Ansys).

On November 23, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Representatives of Qatalyst Partners presented a financial analysis of Party 1’s revised transaction proposal and a pro forma combined Party 1-Ansys company (including with a range of illustrative synergy assumptions) in comparison to a preliminary valuation analysis of Ansys on a stand-alone basis. Qatalyst Partners then reviewed the status of discussions with Party 2, Party 3 and Synopsys. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session. The Ansys board of directors did not make any determinations regarding Party 1’s revised transaction proposal at this time.

On November 27, 2023, Party 2 called representatives of Qatalyst Partners to inform them that Party 2 had decided not to pursue a transaction with Ansys at this time, and Qatalyst Partners promptly informed management of the same.

On November 29, 2023, the Ansys board of directors met again with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners reviewed the status of discussions with Party 3 and Synopsys and informed the board that Party 2 would no longer be pursuing an acquisition of Ansys at this time. Qatalyst Partners indicated that Party 3 intended to send Ansys a transaction proposal on November 30, 2023, and Synopsys would be issuing its fourth quarter earnings release later in the day but would not be in a position to send Ansys a transaction proposal until early December. Qatalyst Partners also presented a preliminary financial analysis of Party 1’s revised transaction proposal based on current trading prices and a pro forma combined Party 1-Ansys company in comparison to a preliminary valuation analysis of Ansys on a stand-alone basis. The board, management and representatives from Qatalyst Partners, Skadden and Goodwin discussed the need to continue negotiations with Party 1 in order to determine the best transaction value it would be willing to offer while giving Party 3 and Synopsys time to formulate their transaction proposals, in order to compare them to one another and to the company’s stand-alone prospects and valuation. The board also discussed the fact that it would need to conduct due diligence on Party 1 (including reviewing its long-term financial plans and forecasts) before accepting a transaction proposal from Party 1. After discussion, the board instructed management, Qatalyst Partners, Skadden and Goodwin to convey that Ansys would be prepared to consider a transaction with Party 1 if Ansys stockholders would receive shares of Party 1 stock and $120 in cash per Ansys share, implying a total value of approximately $408.97 per Ansys share based on the then-prevailing trading price of Party 1 stock subject to completion of mutual due diligence and agreement on the regulatory-related terms to Ansys’ satisfaction. The closing price of Ansys stock the previous day was $294.62 per share. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session.

Later on November 29, 2023, Qatalyst Partners called Party 1’s financial advisor to deliver Ansys’ counter-proposal. Qatalyst Partners also informed Party 1’s financial advisor that the regulatory-related terms being negotiated by Skadden and Party 1’s outside counsel would need to be resolved before Ansys would move

On November 30, 2023, Party 1’s financial advisor called Qatalyst Partners to convey Party 1’s revised transaction proposal, which they characterized as being at the limit of what Party 1 would be able to offer, in which Ansys stockholders would receive shares of Party 1 stock and $95 per share in cash per Ansys share, implying a total value of approximately $398.33 per Ansys share based on the then-prevailing trading price of Party 1 stock. The closing price of Ansys stock the previous day was $298.86 per share. A representative of Qatalyst Partners promptly conveyed Party 1’s revised proposal to the Ansys board of directors and management. Also on November 30, 2023, a representative of Party 3 contacted Dr. Gopal to convey Party 3’s proposal to acquire Ansys for approximately $345 per Ansys share, all of which would be paid in Party 3 stock. Later that day, Ansys received a written transaction proposal from Party 3 reflecting the foregoing terms, but also providing that the exchange ratio for the transaction would reflect a 17.5% premium to the market exchange ratio of the two companies’ stock at the announcement of the proposed transaction subject to a collar that would frame the premium between 15% and 20%.

On December 1, 2023, Evercore informed Qatalyst Partners that Synopsys would not be in a position to submit a transaction proposal until December 12, following a Synopsys board meeting scheduled on December 11.

On December 2, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The Ansys board of directors first received a situational update on the status of transaction discussions with Party 1 and Party 3 (from whom Ansys had received transaction proposals) and Synopsys (from whom Qatalyst Partners informed Ansys to expect a transaction proposal on or around December 12, 2023). Qatalyst Partners then presented a preliminary financial analysis of Party 1’s most recent transaction proposal, Party 3’s initial transaction proposal and a hypothetical transaction with Synopsys (since Synopsys had not yet provided Ansys with an acquisition proposal). For Party 1’s and Party 3’s proposals, Qatalyst Partners presented a pro forma financial analysis of the combined companies and potential value creation opportunities presented by the combined company created by each transaction proposal, in comparison to a preliminary valuation analysis of Ansys on a stand-alone basis. Following this presentation, the board discussed whether Party 1’s transaction proposal reflected terms the board would support. The board was generally supportive of Party 1’s transaction proposal but only if Ansys received satisfactory due diligence on Party 1 to confirm the board’s valuation assumptions regarding Party 1’s long-term financial outlook (as Party 1 had not yet entered into a confidentiality agreement with Ansys) and a satisfactory resolution of the regulatory-related terms being negotiated with Party 1’s outside counsel, and provided that Ansys did not receive any other transaction proposal that was superior to Party 1’s proposal. The board also considered whether Party 3’s initial transaction proposal was a business combination the board might support. The board also believed that Party 3’s transaction proposal had significant upside potential relative to Ansys’ stand-alone valuation and was, therefore, worthy of greater evaluation and engagement with Party 3 to more fully assess a potential business combination with Party 3. After discussion, the board authorized management, Qatalyst Partners, Skadden and Goodwin to continue their due diligence engagement and regulatory related discussions with Party 1 and Party 3 while awaiting a transaction proposal from Synopsys so that the board could evaluate all three proposals in comparison to one another and Ansys’ stand-alone business prospects and financial outlook. The board also instructed Qatalyst Partners to make counter-proposals to Party 1’s most recent transaction proposal and Party 3’s initial transaction proposal to determine if each of them could be encouraged to improve the terms of their respective proposals. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session.

Later on December 2, 2023, following instruction from the Ansys board of directors, Qatalyst Partners contacted Party 1’s financial advisor to convey a counter-proposal to Party 1’s most recent transaction proposal. Specifically, Qatalyst Partners informed Party 1’s financial advisor that Ansys would be prepared to consider a transaction with Party 1 if Ansys stockholders would receive shares of Party 1 stock and $100 per share in cash per Ansys share, implying a total value of approximately $400.09 per Ansys share based on the then-prevailing trading price of Party 1 stock. The closing price of Ansys stock the previous day was $295.48 per share. Qatalyst

On December 3, 2023, Party 1 tentatively agreed to the headline price of approximately $400.09 per Ansys share and the other terms of the Ansys counter-proposal that was conveyed by Qatalyst Partners the previous day (subject to confirmatory due diligence and negotiation of an acceptable definitive transaction agreement) but reiterated its previous request for a period of exclusive negotiations with Ansys. Party 1 again emphasized that it had an alternative transaction under consideration and was frustrated by the slow pace of transaction discussions, so it pressed Ansys to enter into an exclusivity agreement soon to demonstrate that Ansys was committed to a transaction with Party 1. Ansys and Party 1 subsequently entered into a confidentiality agreement (which included customary standstill provisions but did not include so-called “don’t ask, don’t waive” restrictions) to facilitate a mutual exchange of confidential information to help both parties further evaluate the proposed transaction and finalize the regulatory-related terms for the transaction. However, Ansys declined to enter into an exclusivity agreement with Party 1. Also on December 3, following instruction from the Ansys board of directors, Qatalyst Partners contacted a representative of Party 3 to convey a counter-proposal to Party 3’s initial transaction proposal pursuant to which Ansys stockholders would receive shares of Party 3 stock for each Ansys share, implying a value of approximately $382 per Ansys share based on the then-prevailing trading price of Party 3 stock. Party 3 did not express a willingness to improve or otherwise change its transaction proposal at this time but continued to express interest in engaging to determine if a business combination made strategic sense.

On December 3, 2023, Qatalyst Partners, as instructed by the Ansys board of directors, indicated to Evercore that another party with whom they had been negotiating for several weeks had made progress and was pressing to sign exclusivity by the end of the week, and that this party had indicated that their offer would expire on December 10, 2023, at midnight. Qatalyst Partners indicated that if Synopsys submitted a proposal after that time Ansys may not be in a position to respond to Synopsys’ proposal in light of the other party’s request for exclusivity. Later that day, Dr. Gopal and Qatalyst Partners had two separate conversations with Mr. Ghazi where they communicated a similar message.

On December 4, 2023, following execution of a confidentiality agreement the previous day, Party 1 was given access to non-public information in the virtual data room.

On December 5, 2023, Dr. Gopal met with a representative of Party 1 and informed him that the Ansys board of directors was scheduled to meet again on December 13, 2023 and would consider Party 1’s request for exclusive negotiations at that meeting. Party 1 again expressed frustration with what Party 1 perceived to be unnecessary delays and suggested that it might withdraw its proposal if Ansys didn’t commit to exclusive negotiations soon.

On December 5, 2023, Evercore communicated to Qatalyst Partners that, while a formal proposal from Synopsys could only be submitted after Synopsys’ board meeting on December 11, 2023, subject to approval by the board of directors of Synopsys, by the end of the week, Evercore would provide more color on the proposal that Synopsys’ management intended to present to the Synopsys board of directors, and indicated that Synopsys’ legal counsel would be available to discuss Synopsys’ proposed regulatory-related terms after the submission of such proposal.

On December 6, 2023, Ansys management met with representatives of Party 1 and reviewed Ansys’ long-term plan and financial forecasts previously approved by the Ansys board of directors. Skadden and Party 1’s outside counsel also continued their negotiations of the terms of a regulatory-related terms for the transaction. During this timeframe, several diligence meetings were held with Party 1’s advisors to discuss legal, financial and product-related matters.

On December 7, 2023, Evercore communicated to Qatalyst Partners that Synopsys’ management intended to submit to the Synopsys board of directors a proposal that included a significant amount of cash, did not require a vote of Synopsys’ stockholders, and represented a market premium to Ansys’ then-current trading price. Qatalyst Partners indicated to Evercore that a typical 25-30% premium would not be sufficient given the competitive nature of the process.

On December 9, 2023, the Ansys board of directors met with management and representatives of Skadden and Goodwin in attendance. The board discussed the status of Ansys’ due diligence on Party 1, Party 3 and Synopsys, possible synergies that could be generated by a transaction with each of them and the relative regulatory risks of a potential transaction with each of them. Management (including Dr. Gopal) then left the meeting and the board continued its discussion in an executive session.

On December 10, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The board discussed the transaction proposals received from Party 1 and Party 3, and Qatalyst Partners presented a preliminary financial analysis of each of the proposals and a hypothetical transaction with Synopsys (since Synopsys had not yet provided Ansys with an acquisition proposal). The Ansys board of directors discussed the opportunities and risks of each proposal, including the overall headline value of each proposal, the long-term value potential of each proposal, the stock and cash consideration mix of each proposal, the regulatory risk profile of each proposal, and potential synergies contemplated by each of the parties in connection with each proposal. Management (including Dr. Gopal) and representatives of Qatalyst Partners then left the meeting and the board continued its discussion in an executive session.

Throughout the preceding December 9 and 10 weekend, Skadden and Party 1’s outside counsel continued to negotiate the regulatory-related terms for the proposed transaction and representatives of Party 1 continued to press Dr. Gopal to finalize the regulatory-related terms and enter into an exclusivity agreement. In this regard, Party 1 continued to express frustration with the pace of negotiations over the regulatory-related terms and repeatedly suggested that it might withdraw its proposal if Ansys didn’t enter into an exclusivity agreement to demonstrate that Ansys was committed to a transaction with Party 1.

On December 11, 2023, representatives of Evercore called representatives of Qatalyst Partners on behalf of Synopsys, and conveyed Synopsys’ proposal to acquire Ansys for $182.50 in cash and Synopsys stock with a notional value of $182.50 per Ansys share (with the exchange ratio to be fixed prior to the execution of the definitive transaction agreement), implying a headline value of $365 per Ansys share. Following that conversation, representatives of Qatalyst received from representatives of Evercore, on behalf of Synopsys, a written, non-binding indication of interest to acquire Ansys for “$365.00 per share (the ‘Notional Per Share Value’), consisting of $182.50 per share in cash and $182.50 per share in stock (based on a fixed exchange ratio to be specified prior to the execution of definitive transaction documents)… [t]his would result in ANSYS stockholders owning approximately 16% of the combined company” (the same proposal that Evercore had previously conveyed to Qatalyst Partners). Synopsys’ indication of interest stated that the proposed transaction would not be subject to a vote of Synopsys’ stockholders and contained a request that Ansys agree to a 30-day period of exclusive negotiations with Synopsys to enable the parties to conduct confirmatory due diligence and negotiate a definitive transaction agreement. Synopsys’ indication of interest also indicated that Synopsys had instructed its legal counsel, Cleary Gottlieb Steen & Hamilton LLP (“Cleary”), to discuss Synopsys’ proposed terms relating to regulatory approvals with Skadden. Later that day, representatives of Cleary spoke with representatives of Skadden and conveyed Synopsys’ proposed regulatory-related terms for the transaction. Later on December 11, 2023, Mr. Ghazi called Dr. Gopal about Synopsys’ transaction proposal. Dr. Gopal did not express a position on Synopsys’ proposal during this call but he informed Mr. Ghazi that the Ansys board of directors would consider Synopsys’ proposal the following day.

On December 12, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners presented a summary of Synopsys’ transaction proposal and a preliminary financial analysis of the current transaction proposals Ansys had received from each of Party 1, Party 3 and Synopsys, as well as a preliminary financial analysis of the pro forma combination of Ansys with each of the parties and the potential value creation opportunities of a business combination with each party, in each case in comparison to a preliminary valuation analysis of Ansys on a stand-alone basis. The board discussed the fact that the notional value of Synopsys’ transaction proposal was materially lower than Party 1’s

Later that day, at the request of the Ansys board of directors, Qatalyst Partners called representatives of Evercore and informed them that the headline value of Synopsys’ transaction proposal was meaningfully lower than another transaction proposal the company was considering and if Synopsys wished to obtain the support of the Ansys board, it would need to materially improve the overall value of its proposal and should seek to maximize the cash component of its proposal. Qatalyst Partners emphasized that Ansys was under pressure by another party to enter into an exclusivity agreement and if Synopsys did not materially improve its transaction proposal, Ansys might elect to accept that party’s exclusivity demands and move forward with that party instead of Synopsys. Acknowledging that Ansys was under time pressure from another party, Evercore indicated that Synopsys would be willing to increase its transaction proposal to $187.50 in cash and Synopsys stock with a notional value of $195 per Ansys share (with the exchange ratio to be fixed prior to the execution of the definitive transaction agreement), implying a headline value of $382.50 per Ansys share. Evercore also indicated that Synopsys’ revised proposal would not require a vote of Synopsys’ stockholders. Later the same day, with the authorization of the Ansys board of directors, Dr. Gopal called Mr. Ghazi and indicated that he felt that the Ansys board would potentially support a transaction with Synopsys that had a headline value of $392.00 per Ansys share, $197 of which would be paid in cash and the remainder of which would be paid in shares of Synopsys stock (with the exchange ratio to be fixed in the definitive transaction agreement). Mr. Ghazi indicated that Synopsys would be willing to increase its transaction proposal to $191.50 in cash and Synopsys stock with a notional value of $196.50 per Ansys share (with the exchange ratio to be fixed prior to the execution of the definitive transaction agreement), implying a headline value of $388.00 per Ansys share. Dr. Gopal informed Mr. Ghazi that the price was not high enough. Later that day, Evercore spoke with representatives of Qatalyst Partners and indicated that Synopsys would be willing to increase its transaction proposal to $193.80 in cash and Synopsys stock with a notional value of $196.20 per Ansys share (with the exchange ratio to be fixed prior to the execution of the definitive transaction agreement), implying a headline value of $390.00 per Ansys share. Shortly thereafter on that same day, representatives of Qatalyst received from representatives of Evercore, on behalf of Synopsys, a written, non-binding indication of interest to acquire Ansys for “$390.00 per share (the ‘Notional Per Share Value’), consisting of $193.80 per share in cash and $196.20 per share in stock (based on a fixed exchange ratio to be specified prior to the execution of definitive documents)…[t]his would result in ANSYS stockholders owning approximately 16% of the combined company” (the same proposal that Evercore had verbally conveyed to Qatalyst Partners earlier that day). Synopsys’ indication of interest stated that the proposed transaction would not be subject to a vote of Synopsys’ stockholders, contained a request that Ansys execute an exclusivity agreement providing for a 30-day period of exclusive negotiations with Synopsys and proposed that Synopsys would pay a reverse termination fee to Ansys of $1 billion if the proposed transaction did not close due to the failure to obtain any required regulatory approvals. The closing price of Ansys stock the previous day was $290.13 per share.

During the previous days, Skadden and Party 1’s outside counsel also continued to negotiate the regulatory-related terms for the proposed transaction and representatives of Party 1 continued to press Dr. Gopal to finalize the regulatory-related terms and enter into an exclusivity agreement. In this regard, Party 1 continued to express increasing frustration with the pace of negotiations over the regulatory-related terms and repeatedly suggested that it might withdraw its proposal if Ansys didn’t enter into an exclusivity agreement to demonstrate that Ansys was committed to a transaction with Party 1. Ansys and its representatives began to develop a serious concern that Party 1 was preparing to withdraw its proposal.

On December 13, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners presented a summary of Synopsys’ current transaction proposal and a preliminary financial analysis of the current transaction proposals Ansys had received from each of Synopsys, Party 1 and Party 3, as well as a preliminary financial analysis of the pro forma combination of Ansys with each of the counterparties and the potential value creation opportunities of a business

Following the board meeting, representatives of Qatalyst Partners called representatives of Evercore to inform them that the Ansys board was supportive of a transaction with Synopsys on the basis of its latest proposal. Qatalyst Partners also conveyed that the Ansys board had authorized a 30-day period of exclusive negotiations if Synopsys would accept a $1.5 billion reverse termination fee. Qatalyst Partners also conveyed the board’s request regarding the appointment of two Ansys directors to the Synopsys board of directors. Prior to entering into an exclusivity agreement, as instructed by the board, Dr. Gopal contacted the CEO of Party 3 and Dr. Gopal and representatives of Qatalyst Partners contacted representatives of Party 1 to inform them that Ansys would not be engaging in further discussions regarding a potential transaction at this time and planned to enter into an exclusivity agreement with another party. Later that day, Synopsys accepted Ansys’ request for a $1.5 billion reverse termination fee, and Synopsys and Ansys entered into an exclusivity agreement pursuant to which Ansys agreed not to, among other things, engage in discussions or negotiations with any other party until January 16, 2024.

From December 13, 2023, until Ansys and Synopsys entered into the merger agreement, Ansys and Synopsys conducted mutual due diligence on one another. Over the same period, Dr. Gopal regularly spoke with Mr. Ghazi to discuss the progress of confirmatory due diligence, negotiation of the merger agreement and related matters.

On December 14, 2023, Ansys received a revised, unsolicited transaction proposal from Party 1 pursuant to which Ansys stockholders would receive shares of Party 1 stock and $140 per share in cash for each share of Ansys stock, which implied a total transaction value of approximately $418.20 per Ansys share based on the then-prevailing trading price of Party 1 stock (“Party 1’s December 14th Proposal”). The closing price of Ansys stock the previous day was $297.06 per share. Neither Ansys nor any of its representatives responded to or engaged with Party 1 due to the restrictions in the company’s exclusivity agreement with Synopsys.

On December 16, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners informed the board that Ansys had received a revised transaction proposal from Party 1 and summarized the terms of Party 1’s December 14th Proposal.

During the final weeks of December 2023, commercial teams at Ansys and Synopsys were also attempting to finalize the terms of a new commercial arrangement relating to sales of certain products in certain countries in the Asia-Pacific region, the commercial terms for which were generally consistent with other commercial agreements between the companies relating to other Ansys products. Given that the two companies were also actively negotiating a business combination transaction, and the fact that any other party that sought to acquire Ansys would potentially inherit this commercial arrangement, the Ansys board of directors began to consider the terms of this arrangement in more detail. After discussion, the Ansys board instructed management to negotiate a termination right (and associated termination fee) that would apply in the event that any party other than Synopsys were to acquire Ansys during the term of this new commercial arrangement and the commercial arrangement was ultimately entered into with a termination right that Ansys believed would not burden any other party’s ability to acquire Ansys.

On December 21, 2023, Cleary sent to Skadden an initial draft of the merger agreement for the proposed transaction with Synopsys. Over the course of the ensuing weeks until the parties entered into the merger agreement on January 15, 2024, Ansys and Synopsys and their respective advisors continued their confirmatory due diligence review of the other party and Skadden and Cleary negotiated the terms of the merger agreement on behalf of Ansys and Synopsys. At the request of the Ansys board of directors, Skadden sought to ensure that the terms of the merger agreement with Synopsys would not unreasonably interfere with or financially burden Ansys’ ability to enter into discussions regarding another transaction before Ansys received stockholder approval for the Synopsys transaction. This included ensuring Ansys would not be restricted from (i) engaging in discussions with Party 1 or Party 3 (or any other party) if Ansys received an unsolicited competing transaction proposal from Party 1 or Party 3 (or any other party) that constitutes or would reasonably be expected to lead to a superior offer before Ansys received stockholder approval for the Synopsys transaction or (ii) terminating the merger agreement in order to accept an unsolicited superior offer from Party 1 or Party 3 (or any other party) before Ansys received stockholder approval for the Synopsys transaction. Additional key terms of the merger agreement negotiated between the parties included (1) the amount of the termination fee payable by Ansys and the circumstances in which it would be payable; (2) the conditions to each party’s obligations relating to, and the parties’ commitments in connection with obtaining, required regulatory approvals and satisfying other closing conditions; (3) the circumstances under which the reverse termination fee would be payable by Synopsys; (4) the number of, and process for selecting, Ansys directors that would become members of the Synopsys board of directors in connection with the closing of the merger, (5) the interim operating covenants applicable to Ansys prior to the closing of the merger and related exceptions for, among other things, employee retention matters; and (6) the tax treatment of the stock consideration payable in the merger.

Also on December 21, 2023, and continuing on December 22, 2023, various news outlets in the U.S. reported that Ansys and Synopsys were discussing a potential business combination transaction valuing Ansys at nearly $30 billion. Neither Ansys nor Synopsys confirmed or otherwise commented publicly on these news reports. Following these news reports, the price of Synopsys stock traded down approximately 6.3% on December 22, 2023 from its closing price on December 21, 2023.

On December 23, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. The board received a report from management on investor and analyst reaction to the recent news reports regarding the possible merger of Ansys and Synopsys. Qatalyst Partners provided a situational update on the confirmatory due diligence process with Synopsys. After Qatalyst Partners’ departed the meeting, Skadden provided an update on the status of merger agreement negotiations and the key points of ongoing negotiation with Synopsys and its outside counsel.

On December 30, 2023, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners presented an overview of Party 5 and a preliminary financial analysis of a hypothetical business combination of Party 5 and Ansys, as well as a financial comparison of such a transaction to the transaction proposals that Ansys had received from Synopsys, Party 1 and Party 3. After discussing Party 5’s letter and considering Qatalyst Partners’ preliminary financial analysis of the hypothetical transaction proposal relative to the other transaction proposals that Ansys had received, the board again considered the fact that Synopsys, Party 1 and now Party 5 could withdraw their respective transaction proposals at any time while Ansys remained under exclusivity with Synopsys. After discussion, the board determined to continue working towards a transaction with Synopsys, while notifying Synopsys that it would likely need to improve the overall value of its transaction proposal due to Ansys’ receipt of transaction proposals from two other parties. After the foregoing discussion, Qatalyst Partners discussed the impact on the stock prices of Synopsys and Party 1, as well as the related value of their respective transaction proposals, following the December 21 news articles regarding rumored transaction discussions between Synopsys and Ansys. In particular, Qatalyst Partners observed that the rumors were having a disproportionately negative impact on the trading price of Synopsys stock (relative to Party 1’s stock price and the overall market) even though the overall market prices (including the stock price of Party 1) were also trending lower. Qatalyst Partners noted that the disproportionate impact on the trading price of Synopsys stock relative to the trading price of Party 1 stock would make it more difficult to compare the overall value of the Synopsys transaction with Party 1’s December 14th Proposal. To address this, Qatalyst Partners presented various analyses using different illustrative trading prices of Synopsys stock, including a hypothetical unaffected price to take into account the negative impact on the Synopsys stock price created by the market rumors of a transaction, in an effort to help the Ansys board more accurately compare both transactions. The board generally believed that the situation could potentially result in an improved transaction proposal from Synopsys. The board instructed management, Skadden and Goodwin to continue working on the proposed Synopsys transaction while Qatalyst Partners began efforts to seek an improved transaction proposal from Synopsys.

Following the foregoing Ansys board meeting, Qatalyst Partners began to engage with Evercore in an effort to obtain an improved transaction proposal from Synopsys, citing among other things Party 1’s December 14th Proposal, without disclosing specific terms, Ansys’ receipt of a new transaction proposal from Party 5 and the trading dynamics that had reduced the overall headline value of the Synopsys transaction since Ansys and Synopsys originally agreed on principal transaction terms. In this latter regard, Qatalyst Partners noted that the Synopsys transaction proposal proposed a fixed value and suggested that Synopsys would need to increase the exchange ratio for the stock component of the transaction consideration in order to maintain that overall transaction value. There was a discussion regarding the interpretation of the Synopsys transaction proposal and whether it implied a fixed value or a fixed exchange ratio. Evercore indicated that Synopsys was unwilling to alter the principal terms of the transaction, citing a variety of considerations, including limitations on the overall amount of stock it was willing to issue to Ansys stockholders in the transaction, limitations on the amount of debt it was willing to incur to help finance the cash component of the transaction consideration and the fact that Synopsys believed its stock price was being disproportionately impacted by market rumors of the transaction.

On January 5, 2024, representatives of Evercore informed representatives of Qatalyst Partners that Synopsys was revising its proposal to acquire Ansys, in which Ansys stockholders would receive 0.345 of a share of Synopsys stock and $193.80 per share in cash per Ansys share, which implied a headline value of approximately $361.06 per Ansys share based on the then-current trading price of Synopsys stock and $386.99 per Ansys share based on the trading price of Synopsys stock as of December 21, 2023, the last trading day prior to rumors of the transaction. Qatalyst Partners responded to Evercore that this proposal was unlikely to be acceptable to the board in light of the factors mentioned above. Evercore conveyed to Qatalyst Partners that any further discussions on value would require Dr. Gopal and Mr. Ghazi to speak directly.

On January 7, 2024, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Management provided an early and preliminary read out on the company’s fourth quarter and full year financial results, noting that the results appeared to be in line with management expectations and guidance the company had previously provided to investors and the analyst community. Qatalyst Partners and Skadden provided an update on the status of confirmatory due diligence and transaction negotiations with Synopsys. Later in the day, the board reconvened the meeting to receive a situational update on discussions with Synopsys from Qatalyst Partners and Skadden. Qatalyst Partners again presented a preliminary financial analysis of the Synopsys transaction and Party 1’s December 14th Proposal at various prices, including a hypothetical unaffected stock price for Synopsys to take into account the negative impact on the Synopsys stock price created by the market rumors of a transaction, in an effort to help the board more accurately compare both transactions.

On the same day, Dr. Gopal spoke with Mr. Ghazi, and Mr. Ghazi communicated that Synopsys would be further revising its proposal to acquire Ansys, in which Ansys stockholders would receive 0.345 shares of Synopsys stock and $197.00 per share in cash per Ansys share, which implied a headline value of approximately $364.26 per Ansys share based on the then-current trading price of Synopsys stock, and $390.19 per Ansys share based on the trading price of Synopsys stock as of December 21, 2023, the last trading day prior to rumors of the transaction. Mr. Ghazi characterized this revised proposal as “best and final”.

On January 8, 2024, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin. Qatalyst Partners presented a situational update on discussions with Synopsys’ financial advisor, noting that Synopsys improved its proposal the previous day by increasing the cash component of the purchase price. Skadden then provided a summary of material terms currently under negotiation in the proposed merger agreement with Synopsys and received guidance from the board on its preferred resolution of these issues.

Following this meeting, Qatalyst Partners continued their efforts to attempt to convince Synopsys to improve the terms of its transaction while Skadden continued its efforts to negotiate the terms of the merger agreement with Cleary.

On January 13, 2024, the Ansys board of directors met with management and representatives Qatalyst Partners, Skadden and Goodwin in attendance. Management provided an overview of its due diligence review of Synopsys’ business, operations and financial outlook, noting in general that it had not uncovered any issues of concern in Synopsys’ near or long-term business and financial outlook. Qatalyst Partners and Skadden gave the board a situational update on the status of negotiations with Synopsys’ financial advisor and outside counsel. Qatalyst Partners observed that, despite pressing Synopsys’ financial advisor, Synopsys remained strongly opposed to changing the financial terms of its transaction proposal for the reasons previously cited and was prepared to allow its exclusivity agreement with Ansys to lapse without announcing a transaction if Ansys was unwilling to proceed with the transaction on the “best and final” terms conveyed by Mr. Ghazi to Dr. Gopal.

Following this meeting of the Ansys board of directors, management, Skadden and Cleary finalized the terms of the merger agreement.

On January 15, 2024, the Ansys board of directors met with management and representatives of Qatalyst Partners, Skadden and Goodwin in attendance. Qatalyst Partners presented a financial analysis of the Synopsys transaction and Party 1’s December 14th Proposal, as well as a financial analysis of the pro forma combination of Ansys with each of them and the potential value creation opportunities of a business combination with each of them, in each case in comparison to a valuation analysis of Ansys on a stand-alone basis. Qatalyst Partners noted that the overall headline value of Synopsys’ newly revised transaction proposal was approximately $367.57 per Ansys share based on Synopsys’ then-current trading price and the overall headline value of Party 1’s December 14th Proposal was approximately $416.56 per Ansys share based on Party 1’s then-prevailing trading price. Qatalyst Partners observed that the price differential between the two transaction proposals was partially driven

In light of the foregoing, the board discussed whether it was willing to accept and proceed with the Synopsys transaction on the agreed upon terms or let exclusivity with Synopsys lapse at the end of the day so that Ansys could re-initiate negotiations with Party 1. The board considered numerous factors in this discussion. The board considered the relative headline values of the two transaction proposals and the fact that market rumors of the Synopsys transaction made it challenging to compare the proposals simply based on their current headline values (even after taking into account their relative stock price declines to account for those rumors). The board noted that, based on guidance from Skadden, both transactions were likely to take a considerable period of time to complete due to regulatory clearance processes and during that period of time, the headline value of either transaction would vary with market changes and company-specific trading volatility. Qatalyst Partners noted that the greater cash component of the Synopsys transaction (relative to Party 1’s transaction proposal) provided greater downside protection against declines in the Synopsys stock price during the pendency of the transaction relative to Party 1’s more stock heavy transaction proposal. The board also generally agreed that the long-term value creation potential of a combined Synopsys-Ansys company was greater than a combined Party 1-Ansys company due to the greater complementarities in the respective businesses of Synopsys and Ansys relative to the businesses of Ansys and Party 1. In this regard, Skadden also noted that the Synopsys transaction had relatively less regulatory risk given the complementarities in the businesses of Synopsys and Ansys in comparison to the overlaps in the businesses of Ansys and Party 1, especially in light of ongoing and recent product announcements by Party 1 in product categories that overlapped with those of Ansys. As a tactical matter, the board considered the possibility that Party 1 was no longer interested in pursuing a transaction with Ansys (or would not maintain the previously proposed terms even if it continued to have interest) and if Ansys allowed exclusivity to lapse with Synopsys, Synopsys could withdraw its transaction proposal altogether (or reduce its proposed transaction consideration). Finally, Skadden observed that the terms of the negotiated merger agreement would enable Ansys to engage with Party 1, and even terminate the Synopsys merger agreement, if Ansys received an unsolicited superior transaction proposal from Party 1 after the announcement of the Synopsys transaction and prior to receiving Ansys stockholder approval for the Synopsys transaction. After considering these and other factors, the Ansys board determined that the Synopsys transaction was in the best interest of the company and its stockholders.

Referring to the fully negotiated definitive merger agreement and a detailed summary thereof, copies of each of which had been provided to the board in advance of the meeting, representatives of Skadden then summarized the fully negotiated and complete terms of the merger agreement, including the parties thereto, transaction structure, purchase price, regulatory obligations and closing conditions, among other terms, and updated the board as to the resolution of certain deal points that had been outstanding at the time of prior review of the material terms of the merger agreement. After discussing the foregoing, Qatalyst Partners presented its oral opinion, subsequently confirmed in writing by delivery of Qatalyst Partners’ opinion dated as of January 15, 2024 to the Ansys board of directors, to the effect that, as of such date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in Qatalyst Partners’ written opinion, the merger consideration to be paid to Ansys stockholders pursuant to the merger agreement was fair, from a financial point of view, to Ansys stockholders, as more fully described in the section entitled “The Merger—Opinion of Qatalyst Partners” beginning on page 72 and the full text of the written opinion of Qatalyst Partners which is attached as Annex B to this proxy statement/prospectus.

After discussions, including as to the matters discussed below in the section entitled “—Recommendation of the Ansys Board of Directors; Ansys’ Reasons for the Merger” beginning on page 68 and the financial analyses and opinions and the terms of the merger agreement summarized for the Ansys board of directors at this and at prior meetings, the Ansys board of directors unanimously (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of

Following the approval of the merger and the merger agreement by the Synopsys board of directors and the Ansys board of directors, Synopsys and Ansys executed the merger agreement on January 15, 2024, and in the morning of January 16, 2024, prior to the opening of trading, issued a joint press release announcing the execution of the merger agreement.

In reaching its decision to approve and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Ansys board of directors, as described in the section entitled “The Merger—Background of the Merger” beginning on page 51, held a number of meetings, consulted with Ansys’ senior management and its outside legal and financial advisors, Skadden and Goodwin and Qatalyst Partners, respectively, and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of Ansys and Synopsys. At its meeting held on January 15, 2024, after due consideration and consultation with Ansys’ senior management and outside legal and financial advisors, the Ansys board of directors unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommended that Ansys stockholders vote in favor of the adoption of the merger agreement.

In making its determination, the Ansys board of directors focused on a number of factors, including the following:

The Ansys board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including:

The Ansys board of directors considered all these factors as a whole and, on balance, concluded that they supported a favorable determination to approve the merger agreement and to make its recommendations to Ansys stockholders.

In addition, the Ansys board of directors was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Ansys stockholders generally, including the treatment of equity awards held by such directors and executive officers in the merger described in the section entitled “Interests of Ansys’ Directors and Executive Officers in the Merger” beginning on page 140 and the obligation of the surviving corporation to indemnify Ansys directors and officers against certain claims and liabilities.

The foregoing discussion of the information and factors that the Ansys board of directors considered is not intended to be exhaustive, but rather is meant to include many of the material factors that the Ansys board of directors considered. The Ansys board of directors collectively reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and other factors that the members of the Ansys board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Ansys board of directors considered in connection with its evaluation of the merger, the Ansys board of directors did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Ansys board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors. The Ansys board of directors carefully considered all of the factors described above as a whole.

Ansys retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the merger and to evaluate whether the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys) was fair, from a financial point of view, to such holders. Ansys selected Qatalyst Partners to act as Ansys’ financial advisor based on Qatalyst Partners’ long-standing relationship with Ansys as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Ansys and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement/prospectus. At the meeting of the Ansys board of directors on January 15, 2024, Qatalyst Partners rendered to the Ansys board of directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated January 15, 2024, to the Ansys board of directors following the meeting of the Ansys board of directors.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the merger agreement, certain related documents and certain publicly available financial statements of Ansys and Synopsys and other business and financial information of Ansys and Synopsys. Qatalyst Partners also reviewed certain forward-looking information relating to Ansys prepared by the management of Ansys, including Management Case 1, Management Case 2 and Management Case 3 (which we refer to, together, as the “Financial Forecasts”), each as described in the section above entitled “The Merger—Certain Unaudited Prospective Financial Information.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Ansys and Synopsys with senior management of Ansys and Synopsys, respectively. Qatalyst Partners also reviewed the historical market prices and trading activity for Ansys common stock and Synopsys common stock, and compared the financial performance of Ansys and Synopsys and the prices and trading activity of Ansys common stock and Synopsys common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Ansys and Synopsys. With respect to the Financial Forecasts, Qatalyst Partners was advised by the management of Ansys, and Qatalyst Partners assumed based on discussions with the management of Ansys and the Ansys board of directors, that the Financial Forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Ansys to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Ansys. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Ansys or Synopsys or any of their respective affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated January 15, 2024. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Financial Forecasts, described in the section above entitled “The Merger—Certain Unaudited Prospective Financial Information” and third-party research analyst consensus estimates as of January 12, 2024 (which are referred to as the “street case”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Ansys common stock as of December 31, 2023 (which is the end of Ansys’ most recent completed fiscal quarter and most recent balance sheet date), with respect to each of Management Case 1, Management Case 2 and Management Case 3, by:

Based on the calculations set forth above, this analysis implied a range of values for Ansys common stock as follows:

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Ansys with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Ansys, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based on an analysis of the CY2024E LFCF multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 25.0x to 40.0x.

Qatalyst Partners then applied this range to Ansys’ estimated levered free cash flow for calendar year 2024, based on each of Management Case 1, Management Case 2, Management Case 3 and the street case. Based on the fully diluted shares of Ansys common stock outstanding as of January 11, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), this analysis implied a range of values for Ansys common stock as follows:

No company included in the selected companies analysis is identical to Ansys. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Ansys, such as the impact of competition on Ansys’ business or the industry in general, industry growth and the absence of any material

Qatalyst Partners compared twenty-seven selected public company transactions, including transactions involving companies participating in similar lines of business to Ansys or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, the implied fully diluted equity value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ levered free cash flow of the target company (which are referred to as the “NTM LFCF multiples”).

No company or transaction utilized in the selected transactions analysis is identical to Ansys or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Ansys’ control, such as the impact of competition on Ansys’ business or the industry generally, industry growth and the absence of any material adverse change in Ansys’ financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the merger, Qatalyst Partners cautioned against placing undue reliance on this information.

In connection with the review of the merger by the Ansys board of directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Ansys. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Ansys. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Ansys common stock might actually trade or otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentation to the Ansys board of directors was one of many factors considered by the Ansys board of directors in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Ansys board of directors with respect to the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Ansys common stock (other than Synopsys or any affiliate of Synopsys) or of whether the Ansys board of directors would have been willing to agree to different consideration. The merger consideration payable in the merger was determined through arm’s-length negotiations between Ansys and Synopsys and was approved by the Ansys board of directors. Qatalyst Partners provided advice to Ansys during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Ansys or that any specific consideration constituted the only appropriate consideration for the merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Ansys, Synopsys or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed

Other than providing annual and quarterly financial guidance in connection with its ordinary course earnings announcements, Ansys has not typically provided detailed or specific public disclosure of forecasts, projections, estimates or predictions of its future earnings, income or other financial results due to the inherent unpredictability of such financial results, variability in the underlying assumptions and estimates necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time and the potential that such underlying assumptions and estimates may prove incorrect.

In connection with the Merger and at the direction of the Ansys board of directors, Ansys’ senior management prepared unaudited financial projections for fiscal years 2024 through 2026, reflecting three different cases, in order to give the Ansys board of directors a broader perspective on possible alternative financial outcomes. In addition, in order to facilitate the financial analyses of the merger by Ansys’ financial advisor, Ansys’ senior management prepared financial projections for fiscal years 2027 through 2033 by extrapolating from the financial projections prepared for fiscal years 2023 through 2026. We refer to the financial projections for fiscal years 2024 through 2033 as the Ansys prospective financial information. The Ansys prospective financial information was shared with the Ansys board of directors in connection with its consideration of the merger and Ansys’ senior management directed Qatalyst Partners to use the Ansys prospective financial information in performing its financial analyses in connection with its opinion, as described in more detail in the section entitled “The Merger—Opinion of Qatalyst Partners” beginning on page 72.

The Ansys prospective financial information was prepared by Ansys’ senior management on a stand-alone basis based on assumptions they considered to be reasonable based on facts known at such time and does not take into account the transactions contemplated by the merger agreement, including any costs incurred in connection with the merger or the other transactions contemplated thereby or any changes to Ansys’ operations or strategy that may be implemented after the completion of the merger. As a result, actual results likely will differ, and may differ materially, from those contained in the Ansys prospective financial information.

The Ansys prospective financial information was not prepared with a view toward public disclosure or toward complying with GAAP, nor was it prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Ansys prospective financial information were approved by Ansys for use by Qatalyst Partners in connection with the opinion delivered by Qatalyst Partners to the Ansys board of directors and were relied upon by the Ansys board in connection with its consideration of the merger. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to Qatalyst Partners or to the Ansys board of directors in connection with a proposed business combination like the merger if the disclosure is included in a document like this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not relied upon by Qatalyst Partners for purposes of its opinion or by the Ansys board of directors in connection with its consideration of the merger agreement, the merger and the merger consideration. Accordingly, Ansys has not provided a reconciliation of the financial measures included in the Ansys prospective financial information to the relevant GAAP financial measures. The Ansys prospective financial information may differ

While the Ansys prospective financial information is presented with numerical specificity, the Ansys prospective financial information was based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, economic, market and financial conditions and additional matters specific to Ansys’ business) that are inherently uncertain and may be beyond Ansys’ senior management’s control. Further, given that the Ansys prospective financial information covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year beyond its preparation. The ability to achieve the performance contemplated by the Ansys prospective financial information depends on, in part, whether or not strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Ansys prospective financial information was based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, Ansys’ ability to achieve strategic goals, objectives and targets over applicable periods, the inherent uncertainty of the business and economic conditions affecting the industry in which Ansys operates, and the risks and uncertainties described in the section “Cautionary Statements Regarding Forward-Looking Statements” beginning on page 25, all of which are difficult or impossible to predict accurately and many of which are beyond Ansys’ control. The Ansys prospective financial information also reflects assumptions by Ansys’ senior management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Ansys business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of Ansys’ products and services.

Accordingly, there can be no assurance that the Ansys prospective financial information will be realized, and actual results may differ, and may differ materially, from those shown. The inclusion of the Ansys prospective financial information in this proxy statement/prospectus should not be regarded as an indication that any of Ansys, Qatalyst Partners, Synopsys or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Ansys prospective financial information necessarily predictive of actual future events, and the Ansys prospective financial information should not be relied upon as such. None of Ansys, Qatalyst Partners, Synopsys or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Ansys prospective financial information. None of Ansys, Qatalyst Partners, Synopsys or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of Ansys compared to the information contained in the Ansys prospective financial information or that forecasted results will be achieved.

In addition, the Ansys prospective financial information has not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement/prospectus, and except as required by applicable securities laws, Ansys does not intend to update or otherwise revise the Ansys prospective financial information or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

The Ansys prospective financial information was prepared by, and is the responsibility of, Ansys’ senior management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Ansys prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto or its achievability, and assume

On January 15, 2024, in connection with its entry into the merger agreement, Synopsys entered into the debt commitment letter, under which the commitment parties committed to provide to Synopsys senior unsecured bridge term loans in an aggregate principal amount of up to $16 billion in two tranches, an $11.7 billion tranche (Bridge Tranche 1) and a $4.3 billion tranche (Bridge Tranche 2), such commitments to be reduced by (i) the amount of net cash proceeds received by Synopsys from certain equity issuances, (ii) the amount of net cash proceeds received by Synopsys from certain divestitures and non-ordinary course dispositions of assets, (iii) term loan commitments under certain qualifying term loan facilities and (iv) the amount of net cash proceeds received by Synopsys from certain incurrences of debt. The commitments to provide the bridge loans may also be terminated in whole or reduced in part at the option of Synopsys. The proceeds of any funded bridge loans will be used by Synopsys on the closing date to fund part of the merger and to pay related transaction fees and expenses. The commitments under the debt commitment letter are subject to customary closing conditions for similar facilities.

On February 13, 2024, Synopsys entered into the term loan credit agreement, which provides Synopsys with the ability to borrow up to $4.3 billion at the closing of the merger, subject to satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the cash consideration to be paid in the merger and paying related fees and expenses in connection with the merger and the other transactions contemplated by the merger agreement.

Effective February 13, 2024, Synopsys terminated the Bridge Tranche 2 commitments in full under the debt commitment letter, in lieu of which Synopsys expects to borrow the committed amounts available under the term loan credit agreement. The Bridge Tranche 1 commitments under the debt commitment letter in the aggregate amount of $11.7 billion remain in effect as of the date hereof.

On or prior to the closing date, Synopsys expects to issue senior unsecured notes in one or more registered offerings or in one or more Rule 144A or other private placement offerings in an aggregate principal amount of up to $11.7 billion, which will be used by Synopsys on the closing date to fund the merger and to pay related transaction fees and expenses in lieu of any borrowings under the Bridge Tranche 1 commitments under the debt commitment letter.

In addition, the pro forma financials also assume a draw down on the revolving credit facility of $850 million in order to complete the merger. Synopsys believes that cash generated from operations and the availability of funds under the debt commitment letter commitments and the term loan credit agreement will provide sufficient cash availability to cover the anticipated requirement to fund the merger at the time of actual closing. Borrowings from the revolving credit facility are assumed to be drawn only because the pro forma is prepared assuming the merger closed on January 31, 2024; however, Synopsys does not anticipate borrowing under the revolving credit facility upon actual closing. For more information see the section entitled “The Merger—Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 78.

As a result of these financing activities, after the completion of the merger, Synopsys’ level of consolidated indebtedness will increase from the level prior to the merger. For a discussion of Synopsys’ liquidity and capital resources after the completion of the merger, see “The Merger—Liquidity and Capital Resources Following the Merger” beginning on page 84.

Pursuant to the debt commitment letter, the commitment parties agreed to provide Synopsys with up to $16 billion in aggregate principal amount of senior unsecured bridge term loans. On February 13, 2024, Synopsys entered into the term loan credit agreement. In connection with its entry into the term loan credit agreement, Synopsys reduced the Bridge Tranche 2 commitments under the debt commitment letter to $0 and terminated such commitments. The Bridge Tranche 1 commitments under the debt commitment letter in the aggregate amount of $11.7 billion remain in effect as of the date hereof.

The term loan credit agreement provides Synopsys with the ability to borrow up to $4.3 billion of senior unsecured term loans at the closing of the merger (subject to satisfaction of customary closing conditions for similar facilities), for the purpose of financing a portion of the merger and related transactions, including related fees and expenses.

Under the term loan credit agreement, there are two tranches of commitments, the first in an aggregate principal amount of $1.45 billion ( “TL Tranche 1”) and the second in an aggregate principal amount of $2.85 billion (“TL Tranche 2”). Term loans funded under TL Tranche 1 will mature two years after funding and term loans funded under TL Tranche 2 will mature three years after funding.

The commitment of the lenders under the term loan credit agreement to provide loans will terminate on the earliest of (i) the completion of the merger without the funding of the bridge facility set forth in the debt commitment letter, (ii) the termination of the merger agreement in accordance with its terms, (iii) 11:59 p.m., California time, on the End Date (as defined in the merger agreement as in effect on January 15, 2024, as such date may be extended in accordance with the terms of the merger Agreement as in effect on January 15, 2024), (iv) in the event that the loans under the bridge facility have been funded, on the date on which all outstanding loans under the bridge facility are repaid in full, (v) upon the first anniversary of the date of the closing of the bridge facility and (vi) the date of termination in full of the TL Tranche 1 and TL Tranche 2 commitments pursuant to the terms of the term loan credit agreement.

Under the term loan credit agreement, borrowings will bear interest on the principal amount outstanding at a floating rate based on, at Synopsys’ election, (i) the Adjusted Term SOFR Rate (as defined in the term loan credit agreement) plus an applicable margin based on the rating, as determined by either S&P or Moody’s (collectively, the “credit ratings”) of Synopsys’ non-credit-enhanced, senior unsecured long-term debt ranging from 0.875% to 1.375% (in the case of TL Tranche 1) or 1.000% to 1.500% (in the case of TL Tranche 2) or (ii) the ABR (as defined in the term loan credit agreement) plus an applicable margin based on the credit ratings ranging from 0.000% to 0.375% (in the case of TL Tranche 1) or 0.000% to 0.500% (in the case of TL Tranche 2).

In the event that Synopsys’ credit ratings are split by S&P and Moody’s, then the applicable margin will be determined by the higher of the two ratings, except that in the event the lower of such ratings is more than one level below the higher of such ratings, then the applicable margin will be determined based on the level that is one level below the higher of such ratings. In the event that Synopsys has only one credit rating from S&P or Moody’s, the applicable margin will be based on the level that is one level lower than that of such credit rating. Upon and after the completion of the merger, if Synopsys does not have any credit rating, the applicable margin will be determined based on the pricing level applicable to the lowest category of credit ratings.

Synopsys will also pay a ticking fee in an amount equal to a rate per annum equal to 0.10% times the actual daily undrawn portion of the commitments in respect of the term loan credit agreement, calculated based on the number of days elapsed in a 360-day year, from and including May 14, 2024 to, but excluding, the earlier of (i) the termination or expiration of the commitments under the term loan credit agreement and (ii) the funding of the commitments under the term loan credit agreement.

The availability of loans under the term loan credit agreement is conditioned on the following (the first date all the following conditions are satisfied or waived, the “term loan closing date”):

The term loan credit agreement contains a financial covenant requiring that Synopsys maintain a maximum Consolidated Leverage Ratio (as defined in the term loan credit agreement, with levels set forth therein) commencing the last day of the first fiscal quarter ending on or after the term loan closing date. Such threshold will not step down to an amount lower than 3.50:1.00 and after the financial covenant threshold has stepped down to 3.50:1.00, such threshold will increase to 4.00:1.00 for the succeeding four fiscal quarters following the completion of a Material Acquisition (as defined in the term loan credit agreement). The term loan credit agreement also contains certain representations and warranties and non-financial covenants, including limitations on subsidiary indebtedness, liens, fundamental changes, changes in fiscal periods, lines of business and use of proceeds.

The term loan credit agreement contains customary events of default, including: payment failures; failure to comply with covenants; failure to satisfy other obligations under the term loan credit agreement or related documents; inaccurate representations and warranties; defaults in respect of other material indebtedness; bankruptcy, insolvency and inability to pay debts when due; material judgments; material ERISA defaults; the invalidity of any guaranty agreement; and change of control. If any event of default under the term loan credit agreement occurs, the Administrative Agent (as defined in the term loan credit agreement) or the other lenders under the term loan credit agreement may terminate their respective commitments and declare immediately due all borrowings under the term loan credit agreement, subject to a certain funds provision applicable through the expiration date of the commitments under the term loan credit agreement. During such certain funds period, only a bankruptcy or insolvency event of default with respect to Synopsys would permit the lenders to terminate their commitments under the term loan credit agreement.

On February 13, 2024, Synopsys entered into a Sixth Amendment Agreement (the “Sixth Amendment”), by and among Synopsys, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amends and restates its revolving credit facility.

Under the Sixth Amendment, certain amendments became effective on February 13, 2024 and certain additional amendments will become effective upon the completion of the merger pursuant to the merger agreement. Upon the effective date, the Sixth Amendment amends the financial covenant to allow netting of the cash proceeds of certain debt incurred to finance the merger as well as certain other modifications set forth therein. Upon the completion of the merger, the Sixth Amendment, among other things:

The revolving credit facility provides an unsecured $850 million committed multicurrency revolving loan facility and an unsecured uncommitted incremental revolving loan facility of up to $150 million. Loans under the revolving credit facility are available subject to certain customary conditions and proceeds may be used for general corporate purposes. The maturity date of the revolving loan facility is December 14, 2027, which may be extended at Synopsys’ option. As of the date hereof, there is no outstanding balance under the revolving credit facility.

The revolving credit facility contains a financial covenant requiring that Synopsys maintain a maximum Consolidated Leverage Ratio (as defined in the revolving credit facility, with levels set forth therein). Interest accrues on dollar-denominated loans at a floating rate based on, at Synopsys’ election, (i) the Adjusted Term SOFR Rate (as defined in the revolving credit facility) plus an applicable margin or (ii) the ABR (as defined in the revolving credit facility) plus an applicable margin. The applicable margin for Adjusted Term SOFR Rate based loans ranges from 0.785% to 0.975%, based upon Synopsys’ Consolidated Leverage Ratio. The applicable margin for ABR based loans is 0.000%. In addition to the interest on any outstanding loans, Synopsys is also required to pay a facility fee on the entire portion of the revolving credit facility ranging from 0.09% to 0.15% based on Synopsys’ Consolidated Leverage Ratio on the daily amount of the revolving commitment.

The revolving credit facility contains certain representations and warranties and non-financial covenants, including limitations on subsidiary indebtedness, liens, fundamental changes, changes in fiscal periods, lines of business and use of proceeds. The revolving credit facility also contains customary events of default, including payment failures; failure to comply with covenants; failure to satisfy other obligations under the revolving credit facility or related documents; inaccurate representations and warranties; defaults in respect of other material indebtedness; bankruptcy, insolvency and inability to pay debts when due; material judgments; material ERISA defaults; the invalidity of any guaranty agreement; and change of control. If any event of default under the revolving credit facility occurs, the Administrative Agent (as defined in the revolving credit facility) or the other lenders under the revolving credit facility may terminate their respective commitments and declare immediately due all borrowings under the revolving credit facility.

Synopsys expects to issue the Synopsys Notes in an aggregate principal amount of up to $11.7 billion (together with any proceeds of the bridge loans, in the event Synopsys is unable to issue all or any portion of the Synopsys Notes at or prior to the closing date) to fund the merger and to pay related transaction fees and expenses. The Synopsys Notes would carry an interest rate based on then current market conditions at the time of issuance. Synopsys anticipates that the instruments governing the Synopsys Notes would contain customary covenants and other terms and conditions that are consistent in all material respects with market practice for issuers of comparable creditworthiness. To the extent Synopsys does not issue and sell the Synopsys Notes in the full amount described above, Synopsys expects to incur bridge loans on the terms, and subject to the conditions, in the debt commitment letter. The exact terms and interest rate of the Synopsys Notes will be subject to market and other conditions. There can be no assurance if or when Synopsys will issue the Synopsys Notes and the terms of such securities.

In connection with the execution of the merger agreement, Synopsys entered into (i) the debt commitment letter with the commitment parties, which committed to provide, subject to the satisfaction of customary closing conditions for similar facilities, the bridge loans in an aggregate principal amount of up to $16 billion (which Synopsys subsequently reduced to $11.7 billion in connection with its entry into the term loan credit agreement) and (ii) the term loan credit agreement, which provides Synopsys with the ability to borrow up to $4.3 billion at the closing of the merger, subject to the satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the cash consideration to be paid in the merger and paying related fees and expenses in connection with the merger and the other transactions contemplated by the merger agreement. On or prior to the closing date, Synopsys expects to issue senior unsecured notes in an aggregate principal amount of up to $11.7 billion, which will be used by Synopsys on the closing date to fund the merger and pay related transaction fees and expenses in lieu of any borrowings under the debt commitment letter commitments.

The pro forma financials assume that the cash portion of the merger consideration will be funded through a combination of cash on hand of Synopsys, cash on hand of Ansys, a draw down on the revolving credit facility of $850 million and borrowings under the term loan credit agreement and the debt commitment letter commitments. The total borrowing of $16.9 billion and debt financing will be used to (i) finance the transaction, (ii) pay the transaction costs, and (iii) repay certain existing indebtedness of Ansys. Synopsys believes that cash generated from operations and the availability of funds under the debt commitment letter commitments and the term loan credit agreement will provide sufficient cash availability to cover the anticipated requirement to fund the merger at the time of actual closing. Borrowings from the revolving credit facility are assumed to be drawn only because the pro forma is prepared assuming the merger closed on January 31, 2024. However, Synopsys

As of the fiscal year ended October 31, 2023, Synopsys had total assets of $10.3 billion, current liabilities of $3 billion and long-term debt of $18.1 million. As of December 31, 2023, Ansys had total assets of $7.3 billion, current liabilities of $889.3 million and long-term debt of $753.9 million. Following the completion of the merger, the combined company’s total assets and liabilities will increase significantly from those of Synopsys prior to the merger. As of January 31, 2024, on a pro forma basis (as described in “Unaudited Pro Forma Condensed Combined Financial Statements”), the combined company would have had total assets of $47.4 billion, total current liabilities of $15 billion and long-term debt of $5.2 billion. Synopsys’ cash from operations was $1.7 billion for the fiscal year ended October 28, 2023 and $(87.8) million for the three months ended January 31, 2024. Ansys’ net cash from operations was $717.1 million for the fiscal year ended December 31, 2023. Synopsys also expects the combined company’s cash from operations to increase significantly from that of Synopsys as a result of the completion of the merger and the integration of Ansys’ businesses.

Synopsys expects the combined company’s interest expense to increase significantly from that of Synopsys as a result of the completion of the merger. For the fiscal year ended October 31, 2023 and the three months ended January 31, 2024, on a pro forma basis, the combined company would have incurred additional interest expense of $1.1 billion and $273.3 million, respectively, in connection with the indebtedness for borrowed money incurred in connection with the financing to fund the merger and the other contemplated transactions on the closing date (as described herein). See “Unaudited Pro Forma Condensed Combined Financial Statements.”

Synopsys anticipates that the combined company’s primary sources of liquidity for working capital and operating activities will be funds generated from the combine company’s business operations and funds that may be drawn down under the revolving credit facility. Synopsys expects that these sources of liquidity will be sufficient to make required payments of interest on the outstanding combined company debt (including any debt incurred under the term loan credit agreement, Synopsys Notes and bridge loans) and to fund working capital and capital expenditure requirements, including the significant one-time costs relating to the merger described above. Synopsys expects that the combined company will be able to comply with the financial and other covenants of its existing debt arrangements and the covenants under the definitive documents governing the term loan credit agreement, and to the extent incurred, the Synopsys Notes and the bridge loans.

For more information on Synopsys’ existing sources of liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Synopsys’ Annual Report on Form 10-K for the year ended October 31, 2023 and Synopsys’ Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2024, which are filed with the SEC and incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

The obligations of Synopsys and Ansys to complete the merger are subject to, among other conditions, the expiration or early termination of any waiting period (and any extension thereof) under the HSR Act. Under the HSR Act, the merger may not be completed until notification and report forms have been filed with the FTC and the DOJ and the waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period. If the FTC or DOJ issues a second request before the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. Synopsys and Ansys each filed an HSR notification with the FTC and the DOJ on January 29, 2024. On February 28, 2024, Synopsys withdrew its HSR notification and refiled it on March 1, 2024. On April 1, 2024, Synopsys and Ansys each received a request for additional information (second request) from the FTC under the HSR Act.

In addition, the obligations of Synopsys and Ansys to complete the merger are subject to the receipt of clearance or approval by (i) antitrust or competition authorities in the specified antitrust jurisdictions and (ii) foreign

Other state or foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, including those where we do not believe we meet the thresholds for filing, and could require additional filings or review processes and which could include seeking to enjoin the completion of the transactions. For more information about regulatory approvals relating to the transactions, see the section titled “The Merger Agreement—Conditions to the Completion of the Merger,” beginning on page 90.

Subject to certain limitations in the merger agreement, each of Synopsys and Ansys is required to use its reasonable best efforts to take, or cause to be taken, all actions necessary to complete the merger and make effective the other transactions contemplated by the merger agreement on a timely basis, including to: (i) make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such party in connection with the merger or any of the other transactions contemplated by the merger agreement; (ii) consult with such party’s employees to the extent required under any applicable legal requirement in connection with the merger or any of the other transactions contemplated by the merger agreement; and (iii) obtain each consent (if any) required to be obtained (pursuant to any applicable legal requirement or contract, or otherwise) by such party in connection with the merger or any of the other transactions contemplated by the merger agreement.

For a description of the parties’ obligations with respect to regulatory approvals related to the merger, see the section entitled “The Merger Agreement—Regulatory Approvals and Related Matters” beginning on page 85.

The closing of the merger will take place on the 15th calendar day following the satisfaction or waiver of the last to be satisfied or waived of the closing conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing) or at such other place, time and date as is agreed in writing between Ansys and Synopsys. Subject to the satisfaction or waiver of the conditions to the closing described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 114, including the adoption of the merger agreement by Ansys stockholders at the special meeting, it is anticipated that the merger will close in the first half of 2025. However, neither Synopsys nor Ansys can predict the actual date on which the merger will be completed, or if the completion will occur at all, because completion is subject to conditions and factors outside the control of both companies. It is possible that factors outside the control of both companies could result in the merger being completed at a different time, or not at all.

At the closing, Synopsys and Ansys will cause a duly executed certificate of merger relating to the merger, which is referred to as the certificate of merger, to filed with the Secretary of State of the State of Delaware. The merger will become effective at the time when the certificate of merger is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Synopsys and Ansys in writing and specified in the certificate of merger.

Assuming the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, shares of Synopsys common stock issued in the merger will not be subject to any restrictions on

The merger will be accounted for by applying the acquisition method of accounting for business combinations under U.S. generally accepted accounting principles, which is referred to as U.S. GAAP. Under this method, Synopsys is expected to be the accounting acquirer. Accordingly, pursuant to U.S. GAAP, Synopsys will allocate the purchase consideration to the identified tangible and intangible assets and liabilities acquired from Ansys based on their fair value, with limited exceptions, as of the date of closing, with any excess recorded to goodwill.

Before the effective time, Synopsys will appoint an exchange agent (which will be Synopsys’ transfer agent or another bank or trust company reasonably acceptable to Ansys) to handle the exchange of shares of Ansys common stock for the merger consideration. The merger agreement provides that, at or promptly after the effective time, Synopsys will cause to be deposited with the exchange agent: (i) certificates or book-entry positions representing the aggregate number of shares of Synopsys common stock issuable as merger consideration for shares of Ansys common stock; and (ii) cash sufficient to make payments (including payments in lieu of fractional shares of Synopsys common stock).

At the effective time, shares of Ansys common stock (other than Ansys excluded shares) will be canceled, retired and will cease to exist and will represent only the right to receive the merger consideration. Cash will be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, in accordance with the merger agreement.

Promptly after the effective time, Synopsys will use reasonable best efforts to cause the exchange agent to mail to persons and entities who, as of the effective time, were record holders of Ansys stock certificates: (i) a notice advising such holder of the effectiveness of the merger; (ii) a letter of transmittal in customary form and reasonably acceptable to each of Synopsys, Ansys and the exchange agent (including a provision confirming that delivery of an Ansys stock certificate will be effected, and risk of loss and title to such Ansys stock certificate will pass, only upon proper delivery of such Ansys stock certificate to the exchange agent); and (iii) instructions on how to surrender such Ansys stock certificates in exchange for merger consideration. Upon surrender of an Ansys stock certificate to the exchange agent, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the exchange agent in connection with the surrender of such Ansys stock certificate, (a) such record holder will be entitled to receive the merger consideration payable with respect to such Ansys stock certificate, including a check (after giving effect to any required tax withholdings) in the amount of the cash consideration, including any cash in lieu of fractional shares plus any unpaid dividends, and (b) such Ansys stock certificate will be canceled. Until surrendered in accordance with the merger agreement, from and after the effective time, each Ansys stock certificate will be deemed to represent only the right to receive merger consideration.

Holders of uncertificated shares of Ansys common stock will not be required to deliver Ansys stock certificates or an executed letter of transmittal to the exchange agent to receive the merger consideration payable with respect to such uncertificated shares of Ansys common stock. Upon receipt of an “agent’s message” in customary form by the exchange agent after the effective time with respect to such holder of uncertificated shares of Ansys common stock, (a) such holder will be entitled to receive the merger consideration payable with respect to such uncertificated shares of Ansys common stock, including a check (after giving effect to required tax withholdings) in the amount of the cash consideration, including any cash in lieu of fractional shares plus any unpaid dividends, and (b) the uncertificated shares of Ansys common stock will be canceled. Until transferred in accordance with the merger agreement, from and after the effective time, each uncertificated share of Ansys common stock will be deemed to represent only the right to receive merger consideration.

More information can be found in the section entitled “The Merger Agreement—Exchange Procedures” beginning on page 93.

Under the merger agreement, Synopsys has agreed to use its reasonable best efforts to cause the shares of Synopsys common stock to be issued in connection with the merger to be approved for listing (subject to official notice of issuance) on the NASDAQ at or prior to the effective time. The shares of Synopsys common stock to be issued in the merger will be listed for trading on the NASDAQ under the symbol “SNPS.”

Under the merger agreement, prior to the effective time, Ansys has agreed to cooperate with Synopsys and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable legal requirements (including the rules and regulations of the NASDAQ) to enable the de-listing by the surviving corporation of the Ansys common stock from the NASDAQ and the deregistration of the Ansys common stock under the Exchange Act as promptly as practicable after the effective time.

Stockholders may file lawsuits challenging the merger, which may name Synopsys, Ansys, members of the boards of directors of Synopsys or Ansys, or others as defendants.

No assurance can be made as to the outcome of such lawsuits, including the amount of costs associated with defending claims or any other liabilities that may be incurred in connection with the litigation of any claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the merger on the agreed-upon terms, such an injunction may delay the completion of the merger or may prevent the merger from being completed altogether.

Upon the terms and subject to the conditions set forth in the merger agreement, Merger Sub will be merged with and into Ansys, whereupon the separate corporate existence of Merger Sub will cease and Ansys will continue as the surviving corporation and as a wholly owned subsidiary of Synopsys. The merger will have the effects set forth in the merger agreement and the applicable provisions of the DGCL. At the effective time, the certificate of incorporation of the surviving corporation will be amended and restated to conform to Exhibit B of the merger agreement, and the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the effective time, and will conform with the rights and responsibilities of the surviving corporation under the merger agreement. The directors and officers of the surviving corporation immediately after the effective time will be the respective individuals who were the directors and officers of Merger Sub immediately prior to the effective time.

The merger agreement provides that, prior to the effective time, Synopsys will take all necessary corporate action to cause two members of the Ansys board of directors selected by mutual written agreement of Synopsys and Ansys to become members of the Synopsys board of directors as of the effective time; provided that (i) prior to the effective time, each such designated director has completed Synopsys’ director nomination process and has satisfied all applicable eligibility requirements of the Synopsys board of directors’ Corporate Governance and Nominating Committee, (ii) for purposes of Section 16(a) of the Exchange Act, each such designated director will become a member of the Synopsys’ board of directors immediately following the effective time and (iii) if the effective time occurs less than six months prior to the next annual meeting of Synopsys’ stockholders, Synopsys will nominate each such designated director for election at such meeting (unless such person is unable

The merger agreement provides that the completion of the merger will take place on a date to be jointly designated by Synopsys and Ansys, which will be no later than the 15th calendar day after the satisfaction or waiver of the last to be satisfied or waived of the conditions to the completion of the merger set forth in the merger agreement (other than the conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at the closing). The merger agreement further provides that, if the 15th calendar day is not a business day, then subject to the continued satisfaction or waiver of the conditions to the completion of the merger set forth in the merger agreement (other than the conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), the completion of the merger will occur instead on a date to be jointly designated by Synopsys and Ansys that will be no later than the first business day after the 15th calendar day referred to in the preceding sentence.

The merger agreement provides that the merger will become effective at the time of the filing by Ansys and Merger Sub of a duly executed certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed by Synopsys and Ansys in writing and specified in such certificate of merger.

The merger agreement provides that, at the effective time, each share of Ansys common stock issued and outstanding immediately prior to the effective time (other than Ansys excluded shares) will be converted into the right to receive (i) 0.3450 of a share of Synopsys common stock and $197.00 in cash, without interest; (ii) any cash in lieu of fractional shares of shares of Synopsys common stock that such holder of Ansys common stock is entitled to receive pursuant to the merger agreement and (iii) any dividends or other distributions that such holder of Ansys common stock is entitled to receive pursuant to the merger agreement.

The merger agreement provides that, at the effective time, any shares of Ansys common stock that are held by Ansys (or held in Ansys’ treasury) or held, directly or indirectly, by Synopsys, Merger Sub or any other wholly owned subsidiary of Synopsys immediately prior to the effective time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange for such shares. The merger agreement also provides that any shares of Ansys common stock that are held, directly or indirectly, by any wholly owned subsidiary of Ansys prior to the effective time will be unaffected by the merger and will remain outstanding as an equal number of shares of common stock of the surviving corporation. The merger agreement also provides that each share of common stock of Merger Sub outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving corporation.

The merger agreement provides that, if the aggregate number of shares of Synopsys common stock to be issued in connection with the merger (including all shares of Synopsys common stock which may be issued after the effective time pursuant to converted options, converted RSUs and assumed shares) would exceed the maximum share number, (i) the exchange ratio will be reduced to the minimum extent necessary (rounded down to four decimal places) such that the aggregate number of shares of Synopsys common stock to be issued in connection with the merger (including all shares of Synopsys common stock which may be issued after the effective time pursuant to converted options, converted RSUs and assumed shares) does not exceed the maximum share number (the amount of such reduction in the exchange ratio, the “exchange ratio reduction amount”) and (b) the per share cash amount will be increased by an amount equal to (i) the closing trading price of Synopsys common stock on the NASDAQ for the trading day immediately preceding the closing date, multiplied by (ii) the exchange ratio reduction amount (rounded down to the nearest one-hundredth of a cent).

The merger agreement provides that if, between the date of the merger agreement and the effective time, the outstanding shares of Ansys common stock are changed into a different number or class of shares by reason of

The merger agreement provides that, at the effective time, each specified option will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable withholding or other taxes, or other amounts required by applicable legal requirements to be withheld) an amount in cash equal to the product of (i) the total number of shares of Ansys common stock subject to such Ansys option multiplied by (ii) the excess of (a) the equity award cash consideration amount over (b) the per share exercise price for the Ansys common stock subject to such specified option. The merger agreement provides that such payment will be made by the surviving corporation within 10 business days after the effective time and will be the only consideration for the cancellation of each specified option.

The merger agreement also provides that, at the effective time, each Ansys option (other than (a) a specified option or (b) an out-of-the-money option held by a person or entity who, as of immediately prior to the effective time, is no longer an employee or other service provider to Ansys and its subsidiaries), whether vested or unvested, will be assumed and converted into an option to purchase, on the same terms and conditions as were applicable under such Ansys option, a number of shares of Synopsys common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Ansys common stock subject to such Ansys option, multiplied by (ii) the conversion ratio, at an exercise price per share of Synopsys common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the per share exercise price for the Ansys common stock subject to such Ansys option, by (b) the conversion ratio.

The merger agreement also provides that, at the effective time, each out-of-the-money option held by a person or entity who, as of immediately prior to the effective time, is no longer an employee or other service provider to Ansys and its subsidiaries will be canceled and extinguished for no consideration.

The merger agreement provides that, at the effective time, each Ansys RSU that is outstanding and unvested immediately prior to the effective time that is not a specified RSU will be converted into the number of Synopsys restricted stock units (rounded to the nearest whole share) equal to the product of (i) the number of shares of Ansys common stock subject to such Ansys RSU (and, for Ansys PSUs, such number of shares of Ansys common stock will be based on the attainment of the applicable performance metrics at the (x) actual level of performance for performance periods that lapsed in the ordinary course prior to the effective time or (y) for each other Ansys PSU, greater of the target or actual level of performance, as determined by the Ansys board of directors or a committee thereof immediately prior to the effective time), including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) the conversion ratio. The merger agreement provides that any converted RSUs will remain subject to the same terms and conditions as were applicable to the underlying restricted stock unit immediately prior to the effective time, provided that any restricted stock unit that is performance-based will only be subject to time-based vesting following the effective time.

The merger agreement provides that, at the effective time, each specified RSU outstanding immediately prior to the effective time, whether vested or unvested, will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable withholding taxes) (x) the merger consideration on the same terms and conditions as outstanding shares of Ansys common stock and (y) an amount in cash equal to any accrued but

The merger agreement provides that the merger consideration payable in respect of the specified RSUs will be made by the surviving corporation within 10 business days after the effective time; provided, that, to the extent that any payment within such time or on such date would trigger a tax or penalty under Section 409A, the payment will instead be made on the earliest date that payment would not trigger such tax or penalty; provided, further, that, notwithstanding the foregoing, with respect to any specified RSU granted to a non-employee member of the Ansys board of directors that constitutes nonqualified deferred compensation subject to Section 409A of the Code, and that Ansys determines prior to the effective time is not eligible to be terminated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), such payment will be made at the earliest time permitted under the applicable Ansys equity plan that will not trigger a tax or penalty under Section 409A. The merger agreement provides that the aggregate amount required to be withheld in respect of taxes in respect of the merger consideration payable in respect of specified RSUs will be applied first to reduce the aggregate merger consideration payable in shares of Synopsys common stock and then, only if and to the extent that such withholding amount exceeds such stock portion, to reduce the portion of the merger consideration that is payable in cash (if any). The merger agreement provides that the number of shares of Synopsys common stock to be withheld will be determined based on the closing price of a share of Synopsys common stock on the closing date.

The merger agreement provides that, if requested by Synopsys in writing prior to the effective time, any shares of Ansys common stock that remain available for issuance pursuant to any Ansys equity plans as of the effective time (or any portion thereof requested by Synopsys) (such shares referred to as “residual shares”) will be converted at the effective time into the number of assumed shares equal to the product of the number of such residual shares and the conversion ratio.

The merger agreement provides that, as soon as practicable after the date of the merger agreement, Ansys will take all action that may be necessary to provide that: (i) no new offering period (or similar period during which shares may be purchased) will commence under the ESPP following the date of the merger agreement; (ii) participants in the ESPP as of the date of the merger agreement may not increase their payroll deductions under the ESPP from those in effect on the date of the merger agreement; and (iii) no new participants may commence participation in the ESPP following the date of the merger agreement.

The merger agreement further provides that, prior to the effective time, Ansys will take all such action as may be necessary to: (i) cause any offering period (or similar period during which shares may be purchased) in progress as of the date of the merger agreement to be the final offering period under the ESPP and to be terminated no later than five business days prior to the date on which the effective time occurs; (ii) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP to be exercised by no later than final exercise date; and (iv) terminate the ESPP as of, and subject to the occurrence of, the effective time. On the final exercise date, the funds credited as of such date under the ESPP within the accumulated payroll withholding account for each participant under the ESPP will be used to purchase shares of Ansys common stock in accordance with the terms of the ESPP, and each share purchased thereunder immediately prior to the effective time will be canceled at the effective time and converted into the right to receive the merger consideration in accordance with the merger agreement, subject to applicable withholding taxes. The merger agreement provides that any accumulated contributions under the ESPP as of immediately prior to the effective time will, to the extent not used to purchase shares in accordance with the terms and conditions of the ESPP (as amended pursuant to the foregoing), be refunded to such plan participant as promptly as practicable following the final exercise date (without interest).

The merger agreement provides that, on or prior to the closing date, Synopsys will select its transfer agent (after consultation with Ansys) or another reputable bank or trust company reasonably acceptable to Ansys to act as exchange agent in the merger. The merger agreement also provides that, at or promptly after the effective time, Synopsys will deposit with the exchange agent: (i) certificates or book entry positions representing the aggregate number of shares of Synopsys common stock issuable as merger consideration for shares of Ansys common stock and (ii) cash sufficient to make payments of the cash consideration payable pursuant the merger agreement (including payments to be made in lieu of fractional shares).

The merger agreement provides that, promptly after the effective time, Synopsys will use reasonable best efforts to cause the exchange agent to mail to persons and entities who, as of the effective time, were record holders of Ansys stock certificates (i) a notice advising such holder of the effectiveness of the merger; (ii) a letter of transmittal in customary form reasonably acceptable to Synopsys and Ansys, including a provision confirming that delivery of an Ansys stock certificate will be effected, and risk of loss and title to such Ansys stock certificate will pass, only upon proper delivery of such Ansys stock certificate to the exchange agent; and (iii) instructions on how to surrender such Ansys stock certificates in exchange for merger consideration. The merger agreement further provides that, upon surrender of an Ansys stock certificate to the exchange agent, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the exchange agent, (a) Synopsys will cause the exchange agent to issue the number of whole shares of Synopsys common stock, if any, that the holder of such Ansys stock certificate is entitled to receive under the merger agreement in exchange therefor, in non-certificated book-entry form in the name of such holder, and to mail to such person or entity, as promptly as reasonably practicable, (1) a statement reflecting the number of whole shares of Synopsys common stock issued and (2) a check in the amount (after giving effect to any required tax withholding) of the cash consideration that the holder of such Ansys stock certificate is entitled to receive pursuant to the merger agreement (including payments to be made in lieu of fractional shares and any unpaid dividends or distributions, if any, in each case, in accordance with the merger agreement), in full satisfaction of all rights pertaining to the shares of Ansys common stock formerly represented by such Ansys stock certificate; and (b) the Ansys stock certificate so surrendered will be canceled. The merger agreement further provides that, until surrendered in accordance with the merger agreement, from and after the effective time, each Ansys stock certificate will be deemed to represent only the right to receive merger consideration.

Under the merger agreement, holders of uncertificated shares of Ansys common stock will not be required to deliver Ansys stock certificates or an executed letter of transmittal to the exchange agent to receive the merger consideration with respect to such uncertificated shares of Ansys common stock. The merger agreement provides that, upon receipt of an “agent’s message” in customary form by the exchange agent after the effective time with respect to such holder of uncertificated Ansys shares, (i) Synopsys will cause the exchange agent to (a) issue the number of whole shares of Synopsys common stock, if any, that such holder is entitled to receive under the merger agreement in exchange therefor, in non-certificated book-entry form in the name of such holder, and (b) mail to such person or entity, as promptly as reasonably practicable, (1) a statement reflecting the number of whole shares of Synopsys common stock so issued and (2) a check in the amount (after giving effect to any required tax withholdings) of the cash consideration that the holder of such uncertificated shares of Ansys common stock is entitled to receive pursuant to the merger agreement (including payments to be made in lieu of fractional shares and any unpaid dividends or distributions, if any, in each case, in accordance with the merger agreement), in full satisfaction of all rights pertaining to the shares of Ansys common stock formerly represented by such uncertificated shares of Ansys common stock; and (ii) the uncertificated shares of Ansys common stock so transferred will be canceled. The exchange agent will accept transferred uncertificated shares of Ansys common stock upon compliance with such reasonable instructions as the exchange agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. The merger agreement further provides that, until transferred in accordance with the merger agreement, from and after the effective time, each uncertificated share of Ansys common stock will be deemed to represent only the right to receive merger consideration.

The merger agreement provides that no dividends or other distributions declared or made with respect to shares of Synopsys common stock with a record date after the effective time will be paid to the holder of any unsurrendered Ansys stock certificate or to the holder of any uncertificated share of Ansys common stock that

The merger agreement provides that no fraction of a Synopsys common stock will be issued in connection with the merger, and no certificates or scrip for any such fractional share will be issued. The merger agreement further provides that any holder of Ansys common stock who would otherwise be entitled to receive a fraction of a share of Synopsys common stock (after aggregating all shares of Synopsys common stock issuable to such holder under the merger agreement) will, in lieu of such fraction of a share and, upon surrender of such holder’s Ansys stock certificate(s) or the transfer of uncertificated shares of Ansys common stock represented by book entry positions to the exchange agent, be paid in cash the dollar amount (rounded up to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a Synopsys common stock on the NASDAQ on the trading day immediately preceding the closing date.

The merger agreement provides that any portion of the shares of Synopsys common stock or cash amounts deposited by Synopsys with the exchange agent (or any dividends or distributions received by the exchange agent with respect to such shares of Synopsys common stock) that has not been distributed within 12 months after the closing date will be delivered to Synopsys upon demand, and any former holders of shares of Ansys common stock who have not surrendered their Ansys stock certificates or transferred their uncertificated shares of Ansys common stock may thereafter look only to Synopsys for satisfaction of their claims for merger consideration.

The merger agreement provides that, if any Ansys stock certificate has been lost, stolen or destroyed, then Synopsys may, in its discretion and as a condition to the payment of any merger consideration, require the owner of such lost, stolen or destroyed Ansys stock certificate to provide an appropriate affidavit and to deliver a bond (in such reasonable amount as Synopsys may direct) as indemnity against any claim that may be made against the exchange agent, Synopsys or the surviving corporation with respect to such Ansys stock certificate. The merger agreement further provides that no interest will be paid or will accrue on any merger consideration payable to holders of Ansys stock certificates or in respect of uncertificated Ansys shares.

The merger agreement provides that each of Synopsys, Ansys the surviving corporation, the exchange agent, and other applicable withholding agents (without duplication), will be entitled to deduct and withhold from the consideration otherwise payable to each holder of Ansys common stock and Ansys equity awards pursuant to the merger agreement such amounts as are required under law to be deducted and withheld with respect to the making of such payment. The merger agreement further provides that amounts so withheld and timely paid over to the appropriate governmental entity will be treated for all purposes of the merger agreement as having been paid to the holder of Ansys common stock and Ansys equity awards in respect of which such deduction or withholding was made.

Synopsys and Ansys made representations and warranties in the merger agreement regarding themselves and their respective subsidiaries that are subject, in some cases, to certain exceptions and qualifications contained in the merger agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by confidential disclosure schedules delivered by Synopsys and Ansys to each other. The representations and warranties made by Synopsys and Ansys are also subject to, and qualified by, certain information Synopsys or Ansys, as applicable, filed with, or furnished to, the SEC between January 1, 2021 and two business days before the date of the merger agreement.

The representations and warranties made solely by Ansys relate to the following subject matters, among other things:

The representations and warranties made solely by Synopsys relate to the following subject matters, among other things:

Several of the representations, warranties, closing conditions and termination provisions contained in the merger agreement are qualified by or refer to the concept of a material adverse effect. For purposes of the merger agreement, a “material adverse effect” on Synopsys or Ansys (each, a “party”), means any effect, change, development, event or circumstance that, considered individually or together with all other effects, changes, developments, events and circumstances, has had or resulted in, or would reasonably be expected to have or result in, a material adverse effect on the business, financial condition, operations or financial performance of a party and its subsidiaries, taken as a whole; provided, however, that none of the following in and of themselves will be deemed to constitute a material adverse effect on a party or be taken into account in determining whether a material adverse effect on a party has occurred or would reasonably be expected to occur:

Ansys has agreed to certain covenants in the merger agreement relating to the conduct of its business during the pre-closing period. Under the merger agreement, during such period, except (w) as may be required by applicable legal requirements, (x) with the prior written consent of Synopsys (not to be unreasonably withheld, conditioned or delayed), (y) as expressly required by the merger agreement or (z) as specifically scheduled, Ansys has agreed that it will, and will cause each of its subsidiaries to: (a) conduct the business and operations in the ordinary course consistent with past practices and (b) use commercially reasonable efforts to preserve substantially intact Ansys and its subsidiaries’ business organization, keep available the services of Ansys’ current officers and maintain in all material respects its relationships with all material suppliers, customers, landlords, creditors, licensors, licensees, employees and other persons having material business relationships with Ansys or its subsidiaries, taken as a whole.

In addition, under the merger agreement, during the pre-closing period, except (w) as may be required by applicable legal requirements, (x) with the prior written consent of Synopsys (which will not be unreasonably withheld, conditioned or delayed), (y) as expressly required by the merger agreement or (z) as specifically scheduled, Ansys has agreed that it will not, and will cause its subsidiaries not to:

Synopsys has agreed to certain covenants in the merger agreement relating to the conduct of its business during the pre-closing period. Under the merger agreement, during such period, except (i) as may be required by applicable legal requirements, (ii) with the prior written consent of Ansys (which may not be unreasonably withheld, conditioned or delayed), (iii) as expressly required by the merger agreement or (iv) as specifically scheduled, Synopsys has agreed that it will not:

Under the merger agreement, subject to the certain exceptions described below, Ansys has agreed that, during the pre-closing period, it will not, and will cause its subsidiaries and its and their respective directors, officers and

Under the merger agreement, Ansys has also agreed that it will, and will cause each of its subsidiaries and its and their respective directors, officers and employees to, and will use its reasonable best efforts to cause its and their respective other representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement or assistance of, or discussions or negotiations with, any person or entity relating to any acquisition proposal or acquisition inquiry. Under the merger agreement, Ansys has also agreed that it will promptly (and in any event within two business days) after the date of the merger agreement): (i) require each person or entity that has executed a confidentiality or similar agreement in connection with such person’s or entity’s consideration of a possible acquisition proposal or acquisition inquiry to return or destroy all confidential information previously furnished to such person or entity by or on behalf of Ansys or any of its subsidiaries; and (ii) terminate any third party’s (other than Synopsys and its subsidiaries and their respective representatives) access to any physical or electronic data room set up in response to or in connection with any actual or contemplated acquisition proposal or acquisition inquiry.

Under the merger agreement, Ansys has further agreed that it will not, and will ensure that its subsidiaries do not, release or permit the release of any person or entity from, or amend, waive or permit the amendment or waiver of any provision of, any “standstill” or similar agreement or provision to which Ansys or any of its subsidiaries is or becomes a party or under which Ansys or any of its subsidiaries has or acquires any rights; provided, however, that Ansys may release a person or entity from, or amend or waive any provision of, any “standstill” agreement or provision to allow such person to make, or amend an acquisition proposal if (i) the Ansys board of directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and the advice of Ansys’ outside legal counsel, that the failure to release such person or entity from such agreement or provision or the failure to amend such agreement or waive such provision would be inconsistent with the directors’ fiduciary obligations to Ansys stockholders under applicable Delaware law and (ii) Ansys provides Synopsys with written notice of Ansys’ intent to take such action at least 24 hours before taking such action.

Under the merger agreement, Ansys acknowledges and agrees that any action taken by any representative of Ansys or any of its subsidiaries which, if taken by Ansys, would constitute a breach of any of the foregoing provisions will be deemed to constitute a breach of such provision by Ansys.

The covenants and obligations of Ansys referred to this in this section “No Solicitation by Ansys” are referred to herein as the “no-shop covenants.”

Under the merger agreement, prior to the adoption of the merger agreement by the required Ansys stockholder vote, but subject to compliance with certain provisions in the merger agreement, Ansys may furnish non-public information regarding Ansys and its subsidiaries to, and may enter into discussions or negotiations with, any person or entity (and its representatives) in response to an unsolicited written acquisition proposal that is received by Ansys from, or on behalf of, such person or entity after the date of the merger agreement (and not withdrawn) if:

Under the merger agreement, if Ansys, any of its subsidiaries or any of its or their representatives receives an acquisition proposal or an acquisition inquiry at any time during the pre-closing period, Ansys has agreed to promptly (and in no event more than 24 hours after receipt thereof) advise Synopsys in writing of such acquisition proposal or acquisition inquiry (including the identity of the person or entity making or submitting such acquisition proposal or acquisition inquiry and the material terms and conditions thereof) and provide Synopsys with copies of all documents and communications received by Ansys or any of its representatives setting forth the terms and conditions of, or otherwise relating to, such acquisition proposal or acquisition inquiry. Under the merger agreement, Ansys has also agreed to keep Synopsys reasonably informed on a reasonably current basis with respect to the status of any such acquisition proposal or acquisition inquiry and any modification thereto and to promptly (and in no event later than 24 hours after transmittal or receipt of any correspondence or communication) provide Synopsys with a copy of any written correspondence or communications between or involving (a) Ansys or any representatives of Ansys, on the one hand, and (b) the person or entity that made or submitted such acquisition proposal or acquisition inquiry or any representative of such person or entity, on the other hand, relating to such acquisition proposal or acquisition inquiry.

Under the merger agreement, Ansys has agreed: (i) to take all action necessary under all applicable legal requirements to call, give notice of and hold the special meeting to vote on the merger agreement proposal as

Under the merger agreement, Ansys will (i) in consultation with Synopsys, set a record date for persons or entities entitled to notice of, and to vote at, the special meeting and not to change such record date without the prior written consent of Synopsys; (ii) ensure that all proxies solicited in connection with the special meeting are solicited in compliance with all applicable legal requirements; and (iii) provide Synopsys with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports in the last seven days prior to the special meeting).

Under the merger agreement, Ansys has also agreed not to postpone or adjourn the special meeting without the prior written consent of Synopsys, other than (i) to the extent necessary to ensure that any supplement or amendment to this proxy statement/prospectus that is required by applicable legal requirements is properly disclosed to Ansys stockholders or (ii) to the extent necessary to obtain a quorum if, as of the time at which the special meeting is scheduled, there are insufficient shares of Ansys common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the special meeting. However, under the merger agreement, Ansys (a) may postpone or adjourn the special meeting up to three times for up to 10 days each time and (b) will postpone or adjourn the special meeting up to three times for up to 10 days each time if Synopsys requests such postponement or adjournment, in each case, in order to permit the solicitation of additional proxies in favor of the merger agreement. The merger agreement provides that Ansys may also postpone or adjourn the special meeting to the extent necessary to allow the notice and negotiation periods contemplated by the board recommendation covenants, plus one business day. Subject to certain provisions under the merger agreement, Ansys has agreed to use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the adoption of the merger agreement as soon as reasonably practicable.

The Ansys board of directors has unanimously: (i) determined that the merger agreement and the merger is advisable and fair to and in the best interests of Ansys and its stockholders; (ii) approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, in accordance with the requirements of the DGCL; and (iii) recommended that Ansys stockholders vote to adopt the merger agreement by voting “FOR” the approval of the merger agreement proposal at the special meeting.

The merger agreement provides that, subject to certain exceptions, the Ansys board of directors (including any committee thereof) may not:

For purposes of the first bullet above, under the merger agreement, any change in the form or amount of the consideration payable in connection with a superior offer, and any other material change to any of the terms of a superior offer, will be deemed to be a new superior offer, requiring a new recommendation change notice and a new advance notice period, except that the advance notice period applicable to any such change to a superior offer pursuant to clause “(v)” of the first bullet will be 72 hours rather than 120 hours.

Under the merger agreement, subject to Ansys’ right to terminate the merger agreement in accordance with the fiduciary out termination right, Ansys’ obligation to call, give notice of and hold the special meeting will not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any superior offer or other acquisition proposal, by any change in circumstances or by any withdrawal or modification of the Ansys board recommendation. Under the merger agreement, Ansys also agreed that, unless the merger agreement is terminated in accordance with its terms, Ansys will not submit any acquisition proposal to a vote of the Ansys stockholders.

Under the merger agreement, each of Synopsys and Ansys has agreed to use its reasonable best efforts to file, as soon as practicable and advisable after the date of the merger agreement, all notices, reports and other documents required to be filed by such party with any governmental body with respect to the merger and the other transactions contemplated by the merger agreement, and to submit promptly any additional information requested by any such governmental body. The merger agreement provides that, without limiting the generality of the foregoing, Synopsys and Ansys have agreed to undertake, among other things, the following actions:

The merger agreement provides that if a filing or submission is made to any requesting authority in accordance with the foregoing, any governmental authorization or other consent asserted to be required under any legal requirement administered by or otherwise relating to the authority or responsibility of such requesting authority will be (i) deemed to be included as a specified jurisdiction and (ii) be deemed required to be obtained in connection with the merger for purposes of the regulatory efforts covenants (as defined below).

The merger agreement provides that, subject to the confidentiality provisions of the confidentiality agreement, Synopsys and Ansys each will promptly supply the other with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations) the merger agreement; provided, however, that each of Synopsys and Ansys may reasonably designate material provided to the other party as “outside counsel only” or “counsel only” (i) as necessary to comply with legal or contractual arrangements and/or (ii) as necessary to address reasonable privilege, legal, confidentiality or competitive sensitivity concerns, and such materials and the information contained therein will only be provided to the outside and in-house legal counsel and advisors of the receiving party to whom such materials or information is necessary to be provided and will not be disclosed by such counsel or advisors to others at the receiving party without the disclosing party’s express prior written consent.

The merger agreement provides that, notwithstanding anything to the contrary in the merger agreement, Synopsys will, on behalf of itself, Merger Sub and Ansys: (i) control, devise and implement the strategy and timing for seeking and securing any actions or consents of any governmental body with respect to the merger and the other transactions contemplated by the merger agreement (taking into account in good faith any comments of Ansys or its representatives relating to such strategy), and coordinate any contacts with any governmental body (including any requesting authority); (ii) take the lead in all meetings, communications, discussions and negotiations with any governmental body (including any requesting authority) in connection with obtaining any such action or consent; provided, however, that Synopsys will not participate in any substantive meeting, communication, discussion or negotiation with any governmental body (including any requesting authority) in connection with the merger agreement and the merger unless Synopsys gives Ansys prior notice of, consults with Ansys in good faith in advance of, and, to the extent not prohibited by such governmental body, gives Ansys the opportunity to attend and participate in, such meeting, communication, discussion or negotiation; and (iii) have the right in Synopsys’ sole discretion to commit to or agree with any governmental body to stay, toll or extend any applicable waiting period under the HSR Act, any applicable foreign antitrust or competition laws or regulations or any applicable foreign investment law (it being understood that Synopsys will consult with Ansys in good faith prior to making any such commitment or agreement); provided, however, that Synopsys will not withdraw its initial filing pursuant to the HSR Act or refile without Ansys’ prior written consent. The merger agreement provides that, without limiting the foregoing, neither Ansys nor any of its subsidiaries will, without the prior written consent of Synopsys, directly or indirectly (a) stay, toll or extend any waiting period under the HSR Act,

The merger agreement provides that, except where prohibited by applicable legal requirements or any governmental body, and subject to the confidentiality agreement and certain other limitation on sharing certain types of information set forth in the merger agreement, each of Synopsys and Ansys will:

Under the merger agreement, each of Ansys and Synopsys has also agreed to notify the other party promptly upon the receipt of: (i) any communication from any official of any governmental body in connection with any filing or submission made pursuant to the merger agreement; (ii) knowledge of the commencement or threat of commencement of any judicial or administrative proceeding by or before any governmental body with respect to the merger or any of the other transactions contemplated by the merger agreement (and to keep the other party informed as to the status of any such proceeding or threat); and (iii) any request by any official of any governmental body for any amendment or supplement to any filing or submission made pursuant to the merger agreement or any information required to comply with any legal requirement applicable to the merger or any of the other transactions contemplated by the merger agreement. The merger agreement provides that, in addition, whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or submission required to be made pursuant to the regulatory efforts covenants, each of Ansys and Synopsys will (promptly upon learning of the occurrence of such event) inform the other party of the occurrence of such event and cooperate in filing with or submitting to the applicable governmental body such amendment or supplement.

The merger agreement provides that, subject to certain limitations in the merger agreement, each of Synopsys and Ansys will use its reasonable best efforts to take, or cause to be taken, all actions necessary to complete the merger and make effective the other transactions contemplated by the merger agreement on a timely basis. The merger agreement provides that, without limiting the generality of the foregoing, but subject to certain limitations in the merger agreement, each of Synopsys and Ansys has agreed to use its reasonable best efforts to: (i) make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such party in connection with the merger or any of the other transactions contemplated by the merger agreement; (ii) consult with such party’s employees to the extent required under any applicable legal requirement in connection with the merger or any of the other transactions contemplated by the merger agreement; and (iii) obtain each consent (if any) required to be obtained (pursuant to any applicable legal requirement or contract, or otherwise) by such party in connection with the merger or any of the other transactions contemplated by the merger agreement. The merger

The merger agreement provides that, without limiting the generality of the foregoing, but subject to certain limitations in the merger agreement, Synopsys’ obligations to obtain each consent required to be obtained in connection with the merger or any of the other transactions contemplated by the merger agreement under clause “(iii)” of the preceding paragraph, with respect to any consents referred to in the HSR waiting period condition, the foreign regulatory waiting period condition and the governmental authorization condition will include, in each case, to the extent necessary to obtain such consents: (i) proposing, negotiating, committing to and effecting (by consent decree, hold separate order or otherwise) the sale, divestiture, disposition or license (or similar arrangement) of any of the businesses, product lines or assets of Synopsys or any of its subsidiaries or any Ansys or any of its subsidiaries (a “divestiture remedy”), in each case, that would not result in a burdensome condition (as defined below) and (ii) proposing, negotiating, committing to and effecting (by consent decree, hold separate order or otherwise) any limitation on Synopsys or any of its subsidiaries’ freedom of action with respect to, and otherwise proposing, proffering and agreeing to any other requirement, obligation, condition, limitation or restriction on, any of the businesses, product lines or assets of any Synopsys or any of its subsidiaries or Ansys or any of its subsidiaries (a “behavioral remedy”), in each case, that would not result in a burdensome condition. The merger agreement provides that, in furtherance of the foregoing, to the extent necessary and practicable, Synopsys has agreed to (a) negotiate in good faith with all applicable governmental bodies any divestiture remedy or behavioral remedy contemplated by the immediately preceding sentence in connection with obtaining any consent any consents referred to in the HSR waiting period condition, the foreign regulatory waiting period condition and the governmental authorization condition prior to the initiation of a regulatory proceeding (as defined below) by any governmental body and (b) continue such negotiations in the event a regulatory proceeding is initiated.

The merger agreement further provides that, at the request of Synopsys, Ansys will cause the divestiture, holding separate or taking of any other action with respect to any of the businesses, product lines or assets of Ansys and its subsidiaries (provided that any such action is conditioned upon the completion of the merger). If a specified governmental body (as defined below) or a third party commences a judicial or administrative proceeding under any applicable antitrust or competition legal requirement or foreign investment law challenging, or seeking to restrain or prohibit the completion of, the merger or any of the other transactions contemplated by the merger agreement (any such judicial or administrative proceeding, referred to as a “regulatory proceeding”), (i) Synopsys and Ansys will use their respective reasonable best efforts to contest, defend and/or appeal such proceeding on the merits, (ii) Synopsys will be entitled to direct and control the defense and settlement of such proceeding and will consult with the Company in good faith in connection therewith and (iii) Ansys will cooperate with, and provide such assistance as may be reasonably requested by, Synopsys in connection with the defense and settlement of such regulatory proceeding.

The merger agreement provides that, notwithstanding anything to the contrary therein: (i) neither Synopsys nor any of its subsidiaries will have any obligation under the merger agreement to: (a) propose, negotiate, commit to or effect (by consent decree, hold separate order or otherwise) any divestiture remedy that would result in a burdensome condition (but, for the avoidance of doubt, Synopsys will take certain scheduled actions promptly after the date of the merger agreement); (b) propose, negotiate, commit to or effect (by consent decree, hold separate order or otherwise), or otherwise propose, proffer or agree to, any behavioral remedy that would result in a burdensome condition; (c) initiate, or cause any of its subsidiaries to initiate, any litigation or similar proceeding against a governmental body or third party to obtain any waiting period expiration or termination, governmental authorization or other consent under the HSR Act, any applicable foreign antitrust or competition law or regulation, any applicable foreign investment law or any similar legal requirement in connection with the merger or any of the other transactions contemplated by the merger agreement; (d) except as contemplated by clause “(a)” or “(b)” above, amend or modify any of Synopsys’ or Merger Sub’s rights or obligations under the merger agreement; or (e) except as contemplated by clause “(a)” or “(b)” above, restructure or commit to restructure any of the transactions contemplated by the merger agreement; (ii) none of Ansys or its subsidiaries will, except with the prior written consent of Synopsys, agree, commit or propose, or encourage any governmental body, to take or request any of the actions described in clause “(i)(a),” “(i)(b),” “(i)(c)” or “(i)(d)” above; (iii) neither Synopsys nor any of its subsidiaries will be required to agree to, commit to or effect

Synopsys’ and Ansys’ obligations as described in this section “The Merger Agreement—Regulatory Approvals and Related Matters” are referred to herein as the “regulatory efforts covenants.”

For purposes of the merger agreement, a “burdensome condition” is defined as (i) any divestiture remedy that would, individually or in the aggregate with all other divestiture remedies, involve businesses, product lines or assets of Synopsys or any of its subsidiaries or Ansys or any of its subsidiaries representing, individually or in the aggregate, more than $200 million of revenue generated during fiscal year 2023 and/or (ii) any behavioral remedy that would, individually or in the aggregate with all other behavioral remedies, reasonably be expected to have a material impact on Ansys and its subsidiaries and Synopsys and its subsidiaries, taken as a whole as a combined company, provided that, for purposes of determining whether a behavioral remedy would, individually or in the aggregate with all other behavioral remedies, constitute a burdensome condition pursuant to this clause “(ii),” (a) impacts will be measured relative to the size of Ansys and its subsidiaries, taken as a whole, regardless of whether such behavioral remedies are imposed on or affect Synopsys and its subsidiaries or Ansys and its subsidiaries and (b) impacts on the benefits expected to be derived from the merger (including expected synergies) that are publicly disclosed by Synopsys will be taken into account.

For purposes of the merger agreement, a “specified governmental body” is defined as any governmental body that has jurisdiction over: (i) Ansys, Synopsys, Merger Sub or any of their respective subsidiaries that own assets that constitute or account for 10% or more of the consolidated net revenues, consolidated net income or consolidated assets of Ansys and all of its subsidiaries, taken as a whole, or Synopsys and all of its subsidiaries, taken as a whole, respectively; (ii) any business or asset of Ansys or its subsidiaries that is material to Ansys and its subsidiaries, taken as a whole; or (ii) any business or asset of Synopsys or any of its subsidiaries that is material to Synopsys and its subsidiaries, taken as a whole.

Synopsys has delivered to Ansys a copy of the executed debt commitment letter (together with any financing sources added in accordance with the terms of the debt commitment letter and merger agreement referred to as the “financing sources”), pursuant to which the financing sources have committed, subject solely to the conditions expressly set forth in the debt commitment letter and the terms thereof, to provide the amounts set forth therein for purposes of funding the merger and paying fees and expenses related to the merger on the closing date (such financing referred to as the “debt financing”).

Under the merger agreement, each of Synopsys and Merger Sub has agreed to, and to cause its respective Representatives to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt financing on or prior to the closing, on the terms and subject solely to the conditions (including, to the extent applicable, the “market flex” provisions) described in the debt commitment letter, including using its reasonable best efforts to: (i) maintain in full force and effect the debt commitment letter in accordance with its terms, (ii) enter into and deliver definitive agreements with respect to the debt financing on the terms and subject solely to the conditions contemplated by the debt commitment letter (referred to as the “definitive debt financing agreements”), (iii) satisfy (or obtain a waiver of) on a timely basis all conditions and comply with all obligations applicable to Synopsys, including with respect to the payment of any commitment, engagement or placement fees, in the debt commitment letter and the definitive debt financing agreements, (iv) enforce all of its rights under the debt commitment letter and the definitive debt financing agreements, (v) if required under the debt commitment letter, enter into amendments to the definitive debt financing agreements with respect to the debt financing to give effect to any “market flex” provisions contained in any debt commitment letter and (vi) complete the debt financing no later than the closing.

The merger agreement provides that Synopsys will not agree to any amendments, restatements, supplements or modifications to, obtain any replacement of, or waive any of its rights under, the debt commitment letter or the definitive debt financing agreements, in whole or in part, without the prior written consent of Ansys if any such

The merger agreement also provides that, in the event that all or any portion of the debt financing becomes or is expected to become, unavailable for any reason, in an amount sufficient, together with all other sources of cash available to Synopsys on the closing date, for the satisfaction of all of Synopsys’ payment obligations under the merger agreement due on the closing date, Synopsys will (i) notify Ansys in writing thereof as promptly as practicable after obtaining knowledge thereof (and, in any event, within 48 hours) and (ii) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to promptly arrange and obtain alternative financing (a) in an amount sufficient, together with all other sources of cash available to Synopsys on the closing date, for the satisfaction of all of Synopsys’ payment obligations under the merger agreement due on the closing date, and (b) subject to conditions precedent which would not reasonably be expected to materially delay or impair the likelihood of the closing.

Under the merger agreement, Synopsys has agreed (i) it will, and will cause it its representatives to, keep Ansys informed as promptly as practicable upon written request in reasonable detail of the status of its efforts to arrange the debt financing; and (ii) to promptly reimburse Ansys for certain costs incurred in connection with the debt financing and indemnify Ansys from certain losses relating to the debt financing.

Under the merger agreement, (i) during the pre-closing period, Ansys will, and will ensure that each of its subsidiaries and its and their respective representatives will, use reasonable best efforts to provide to Synopsys all cooperation reasonably requested by Synopsys in connection with the arrangement of the debt financing and any capital markets issuance, subject to certain customary exceptions in the merger agreement; and (ii) Ansys has consented to the use of its and each of its subsidiaries’ logos in connection with the debt financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Ansys or any of its subsidiaries or the reputation or goodwill of Ansys or any of its subsidiaries.

Under the merger agreement, Synopsys has agreed to: (i) promptly upon request by Ansys (and, in any event, within 30 days), reimburse Ansys for all reasonable and documented out-of-pocket costs and expenses incurred by Ansys in order to comply with its obligations related to the arrangement of the debt financing; (ii) indemnify, defend, and hold harmless Ansys, each of its subsidiaries and each of their respective representatives from, against and in respect of any and all claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of actions, obligations, accounts and liabilities resulting from, or that exist or arise due to, the activities of Synopsys and its representatives in connection with the arrangement of the debt financing, except to the extent such claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of actions, obligations, accounts and liabilities result from (a) the gross negligence or willful misconduct of such indemnified persons or entities or (b) historical information provided by or on behalf of Ansys or any of its subsidiaries.

The merger agreement provides that Synopsys and Merger Sub have acknowledged and agreed that neither Synopsys’ nor Merger Sub’s obligations under the merger agreement are conditioned in any manner upon Synopsys or Merger Sub obtaining the debt financing or any other financing.

The merger agreement provides that, during the pre-closing period, Ansys is required to use reasonable best efforts to, among other things, provide assistance to Synopsys with obtaining a customary payoff letter (in form and substance reasonably acceptable to Synopsys) at or prior to closing and other documents reasonably requested and relating to the termination of the obligations under that the Ansys credit agreement or any other material indebtedness for borrowed money incurred by Ansys and the release of any related liens.

Under the merger agreement, prior to the effective time, Ansys has agreed to cooperate with Synopsys and use its reasonable best efforts to take all actions reasonably necessary, proper or advisable to enable the shares of Ansys common stock to be delisted from the NASDAQ and deregistered under the Exchange Act as promptly as practicable after the effective time. Under the merger agreement, Synopsys has also agreed to use its reasonable best efforts to cause the shares of Synopsys common stock to be issued in connection with the merger to be approved for listing (subject to official notice of issuance) on the NASDAQ at or prior to the effective time.

Under the merger agreement, subject, and in addition, to the requirements imposed by applicable legal requirements, during the period commencing on the closing date and ending on the one-year anniversary of the closing date (the “continuation period”), Synopsys, the surviving corporation, or their respective affiliates will provide each employee of Ansys or any of its subsidiaries who is employed immediately prior to the effective time and continues employment with Synopsys, the surviving corporation or any subsidiary or affiliate of the surviving corporation after the effective time (a “continuing employee”) with (i) total target cash compensation (to be defined as base salary or annualized base wage rate, plus target annual cash incentive opportunity) to each continuing employee that is no less than the total target cash compensation provided to such continuing employee immediately prior to the closing, and (ii) retirement and health and welfare benefits that are substantially similar in the aggregate to those provided to similarly situated employees of Synopsys.

Under the merger agreement, during the continuation period, Synopsys will provide, or will cause the surviving corporation or any of their respective affiliates to provide, severance payments and benefits to each continuing employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits that such continuing employee would have been eligible to receive upon a termination of employment under any applicable severance plan, policy, practice or arrangement sponsored or maintained by Ansys and its subsidiaries.

The merger agreement further provides that, as of the closing date, Synopsys, the surviving corporation, or one of their respective affiliates will use commercially reasonable efforts to provide each continuing employee under each employee benefit plan, program, or arrangement established or maintained by Synopsys, the surviving corporation or one of their affiliates in which such continuing employee may be eligible to participate after the closing date (“post-closing plans”), credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual under a defined benefit pension plan) for full or partial years of service with the surviving corporation or any of its subsidiaries performed at any time prior to the closing date to the extent such service was taken into account under the analogous Ansys employee benefit plan in effect immediately prior to the closing date; provided, however, that no such prior service will be taken into account to the extent it would result in the duplication of benefits to any such continuing employee.

Under the merger agreement, Synopsys has agreed that, for purposes of each post-closing plan providing medical, dental, prescription drug and/or vision benefits to any continuing employee, Synopsys will, or will cause the surviving corporation or one of its subsidiaries to, use commercially reasonable efforts to cause (i) all pre-existing condition exclusions, evidence of insurability requirements, actively-at-work requirements, and waiting periods for such post-closing plan to be waived for such continuing employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under the analogous Ansys employee benefit plan in effect immediately prior to the closing date, and to the extent consistent with the governing terms of the post-closing plan and (ii) such continuing employees to be given credit under such post-closing plans for co-payments made, and deductibles satisfied, prior to the closing date for the year in which the closing date occurs.

Under the merger agreement, from the effective time until the sixth anniversary of the effective time, Synopsys will cause the surviving corporation to exculpate, indemnify and hold harmless (and will also cause the surviving corporation to advance expenses as incurred), to the fullest extent permitted under applicable law, and in accordance with any indemnification agreements with Ansys or any of its subsidiaries in effect on the date of the merger agreement, each present and former director and officer of Ansys or any of its subsidiaries (collectively referred to as the “indemnified persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such indemnified persons’ service as a director or officer of Ansys or any of its subsidiaries or services performed by such person or entity at the request of Ansys or any of its subsidiaries at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, including with respect to (i) the merger and the other transactions contemplated by the merger agreement and (ii) actions to enforce the indemnification and insurance provisions of the merger agreement.

The merger agreement provides that all rights to indemnification, exculpation and advancement and reimbursement of expenses by Ansys or any of its subsidiaries existing in favor of the indemnified persons for their acts and omissions as directors and officers occurring prior to the effective time, as provided in Ansys’ or the applicable subsidiary’s certificate of incorporation, bylaws or similar other organizational documents (as in effect as of the date of the merger agreement) and as provided in those indemnification agreements between Ansys or the applicable subsidiary and such Indemnified Persons (as in effect as of the date of the merger agreement) will survive the merger and continue in full force and effect (to the extent such rights to indemnification are available under and consistent with applicable law) for a period of six years following the date on which the merger becomes effective, and the surviving corporation and its subsidiaries will (and Synopsys will cause the surviving corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of Ansys and its subsidiaries in respect of such rights of indemnification, exculpation and advancement and reimbursement of expenses.

The merger agreement provides that, from the date on which the effective time occurs until the sixth anniversary of such date, Synopsys will cause the surviving corporation to maintain in effect, for the benefit of the indemnified persons with respect to their acts and omissions as directors and officers occurring prior to the effective time, the existing policy of directors’ and officers’ liability insurance maintained by Ansys as of the date

Under the merger agreement, Ansys will promptly (and in any event within two business days) notify Synopsys in writing of, and will give Synopsys the opportunity to participate fully and actively in the defense and settlement of, any stockholder claim or litigation (including any class action or derivative litigation) against or otherwise involving Ansys and/or any of its directors or officers relating to the merger agreement, the merger or any of the other contemplated transactions. The merger agreement provides that no compromise or full or partial settlement of any such claim or litigation may be agreed to by Ansys without Synopsys’ prior written consent; provided that Synopsys’ consent will not be required if the settlement involves (i) solely (a) the payment of mooting fees in an aggregate amount that, together with all other settlement amounts, does not to exceed a certain amount and (b) supplemental disclosure (provided that Synopsys must be given reasonable opportunity to review and comment on any supplemental disclosure and Ansys must consider in good faith any changes thereto proposed by Synopsys), (ii) no admission of wrongdoing or liability, (iii) no injunctive or similar relief, (iv) a complete and unconditional release by the named plaintiffs of all defendants in respect of all claims then pending relating to the agreement, the merger or any of the other contemplated transactions and (v) the withdrawal or dismissal of all claims and actions then pending relating to the merger agreement, the merger and the other contemplated transactions. The merger agreement provides that Synopsys will promptly (and in any event within two business days) notify Ansys in writing of, and will give Ansys the opportunity to participate in (but not control) the defense of, any stockholder claim or litigation (including any class action or derivative litigation) against or otherwise involving Synopsys and/or any of its directors or officers relating to the merger agreement, the merger or any of the other contemplated transactions.

The merger agreement contains certain other covenants, including, among other things, covenants relating to cooperation between Synopsys and Ansys in the preparation of this proxy statement/prospectus, other filings to be made with the SEC or any other governmental authority, access to information, notification of certain matters, and cooperation between Synopsys and Ansys with respect to public announcements.

The completion of the merger and the other transactions contemplated by the merger agreement depends upon the satisfaction or waiver of a number of conditions, which may be waived by Synopsys (behalf of itself and Merger Sub) or Ansys, as applicable.

The HSR waiting period condition, the foreign regulatory waiting period condition, the governmental authorization condition and the no restraint condition are collectively referred to herein as the “regulatory approval conditions.”

In addition, under the merger agreement, the obligations of Synopsys and Merger Sub to effect the merger and otherwise complete the transactions contemplated by the merger agreement are subject to the satisfaction (or waiver by Synopsys), at or prior to the closing of each of the following conditions:

In addition, under the merger agreement, the obligation of Ansys to effect the merger and otherwise complete the transactions contemplated by the merger agreement is subject to the satisfaction (or waiver by Ansys), at or prior to the closing, of each of the following conditions:

The merger agreement provides that the merger agreement may be may be terminated prior to the effective time (whether before or after the adoption of the merger agreement by the required Ansys stockholder vote) in accordance with its terms as follows:

The merger agreement provides that, if the merger agreement is terminated in accordance with its terms, all further obligations of the parties under the merger agreement will terminate, and the merger agreement will be of no further force or effect and there will be no liability on the part of Synopsys or Ansys, except that certain specified sections of the merger agreement, including the provisions relating to termination fees, will survive termination. The merger agreement further provides that such termination will not relieve any party to the merger agreement from any liability for fraud or any knowing and intentional breach of any covenant or obligation in the merger agreement.

The merger agreement provides that, except with respect to certain specified fees (including termination fees), all fees and expenses incurred in connection with the merger agreement, the merger and the other contemplated transactions will be paid by the party incurring such expenses, whether or not the merger is completed.

The merger agreement provides that Ansys will be required to pay to Synopsys, without duplication, the termination fee in cash if the merger agreement is terminated:

The merger agreement provides that, subject to certain exceptions, the merger agreement may be amended by Ansys, Synopsys and Merger Sub at any time prior to the effective time (whether before or after the adoption of the merger agreement by Ansys stockholders); provided, however, that after adoption of the merger agreement by Ansys stockholders, no amendment which by applicable legal requirements requires further approval of Ansys stockholders may be made without such further approval. The merger agreement further provides that certain sections of the merger agreement may not be amended, supplemented or otherwise modified in any manner that is adverse in any material respect to any financing source or certain parties related thereto without the prior written consent of such financing source.

The merger agreement provides that no failure on the part of any party to exercise any power, right, privilege or remedy under the merger agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under the merger agreement, will operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy will preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

In addition, the merger agreement provides that no party will be deemed to have waived any claim arising out of the merger agreement, or any power, right, privilege or remedy under the merger agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver will not be applicable or have any effect except in the specific instance in which it is given.

Under the merger agreement, each of Synopsys and Ansys has acknowledged and agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement required to be performed by the parties were not performed in accordance with its specific terms or is otherwise breached, and that monetary damages, even if available, would not be an adequate remedy. Accordingly, the merger agreement provides that, in the event of any breach or threatened breach by any party of any covenant or obligation contained in the merger agreement, any non-breaching party will be entitled to obtain, without proof of actual damages (and in addition to any other remedy to which such non-breaching party is entitled at law or in equity): (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (ii) an injunction restraining such breach or threatened breach. Under the merger agreement, the parties have agreed to waive any requirement for the securing or posting of bond in connection with the specific performance remedy. Under the merger agreement, the parties have further agreed not to assert that (a) a remedy of specific performance or an injunction is unenforceable, invalid, contrary to law or inequitable for any reason or (b) a remedy of monetary damages would provide an adequate remedy.

The merger agreement provides that it is not intended, and will not be deemed, to confer any rights or remedies upon any person or entity other than the parties to the merger agreement and their respective successors and permitted assigns or to otherwise create any third-party beneficiary thereto, except (i) that the indemnified persons are third-party beneficiaries of the specified section of the merger agreement relating to their right to

The merger agreement provides that, subject to certain exceptions, the merger agreement, and any action, suit or other legal proceeding arising out of or relating to the merger agreement (including the enforcement of any provision of the merger agreement), any of the transactions contemplated by the merger agreement or the legal relationship of the parties to the merger agreement (whether at law or in equity, whether in contract or in tort or otherwise), is governed by, and is to be construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

This section of the prospectus/proxy statement describes the material terms of past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions during the periods for which financial statements are presented in this prospectus/proxy statement between Synopsys or its affiliates and Ansys or its affiliates, other than those described in the sections entitled “Summary” and “The Merger Agreement.” The following summary does not purport to describe all of the terms of the agreements described below.

Synopsys and Ansys entered into a long-term Integration and Distribution Agreement on September 1, 2017 and subsequently amended the agreement on March 29, 2019, March 31, 2019 and July 1, 2021. Under this agreement, the parties agreed to develop the Rail Analysis Add-on and integrate it into the Synopsys Design Tool design flow for the purpose of providing customers with access to the RedHawk Technology’s capabilities through Synopsys Design Tools, and the parties granted each other non-exclusive cross-licenses to perform the integration and to test and support the Rail Analysis Add-on. With respect to the Rail Analysis Add-on, Ansys granted Synopsys an exclusive license under its intellectual property rights in any RedHawk Technology incorporated into the Rail Analysis Add-on and any other intellectual property rights it may have in the Rail Analysis Add-on to commercialize the Rail-Analysis Add-on. This exclusive license is royalty-bearing only with respect to Rail Analysis Add-on licenses Synopsys sold to customers prior to July 1, 2021 and Synopsys otherwise only pays Ansys an annual fee for such license. Ansys also granted Synopsys a non-exclusive, royalty-free license under the RedHawk Stand-alone Product to carry out the integration and for customer support, maintenance, design services, IP core development, training and troubleshooting purposes.

Synopsys and Ansys entered into a License and Distribution Agreement on December 28, 2023 pursuant to which Ansys granted Synopsys a license to use, reproduce, display, disclose, import, sublicense and distribute certain software products to end-user customers in certain countries. Synopsys agreed to pay royalties based on the net licensing revenue Synopsys receives from sales of licenses of the products, subject to annual minimum royalty payments. The initial term of the agreement is five years from the effective date of the agreement and the agreement automatically renews for additional one-year terms unless either party provides notice of its intention to terminate the agreement at least 12 months prior to the next renewal date. Either party can terminate the agreement earlier for cause.

The following unaudited pro forma condensed combined financial information presents the pro forma effects of the acquisition of Ansys by Synopsys.

On January 15, 2024, Synopsys entered into a merger agreement with Ansys and Merger Sub. Pursuant to the terms of the merger agreement, Merger Sub will be merged with and into Ansys, with Ansys continuing as the surviving corporation in the merger and becoming a wholly-owned subsidiary of Synopsys. See the section entitled “The Merger” for additional information on the effects of the merger mentioned here.

As a result of the merger, each share of Ansys common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive:

The merger is expected to be completed in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions.

The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”) under U.S. GAAP, with Synopsys as the accounting acquirer. Synopsys is expected to be the accounting acquirer primarily based on the transfer of cash consideration by Synopsys to the former economic interest holders of Ansys and the relative share ownership, voting rights, composition of the governing body, and the designation of certain senior management positions of the combined entity. Under this method of accounting, the purchase price of the merger will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at the closing date. The excess purchase price over the fair values of identifiable assets and liabilities will be recorded as goodwill.

In connection with the execution of the merger agreement, on January 15, 2024, Synopsys entered into a debt commitment letter (the “debt commitment letter”) with certain financial institutions that committed to provide, subject to the satisfaction of customary closing conditions for similar facilities, senior unsecured bridge term loans in an aggregate principal amount of up to $16 billion to be comprised of Bridge Tranche 1 and Bridge Tranche 2. Synopsys subsequently reduced the commitments under the debt commitment letter to $11.7 billion in connection with Synopsys’ entry into the term loan credit agreement as further described below.

On February 13, 2024, Synopsys entered into the term loan credit agreement which provides Synopsys with the ability to borrow up to $4.3 billion at the closing of the merger, subject to the satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the cash consideration and paying related fees and expenses in connection with the merger and the other transactions contemplated by the merger agreement. Effective February 13, 2024, Synopsys terminated the Bridge Tranche 2 commitments of $4.3 billion out of the original $16.0 billion of commitments under the debt commitment letter, in lieu of which Synopsys expects to borrow the committed amounts available under the term loan credit agreement.

On February 13, 2024, Synopsys entered into the Sixth Amendment, which amends and restates the revolving credit facility. The revolving credit facility provides an unsecured $850.0 million committed multicurrency revolving loan facility and an unsecured uncommitted incremental revolving loan facility of up to $150.0 million. The maturity date of the revolving loan facility is December 14, 2027, which may be extended at Synopsys’ option. As of the date hereof, there is no outstanding balance under the revolving credit facility.

The unaudited pro forma condensed combined financial information assumes a draw down on the revolving credit facility of $850.0 million in order to complete the merger. However, Synopsys believes that cash generated from operations and the availability of funds under the debt commitment letter commitments and the term loan credit agreement will provide sufficient cash availability to cover the anticipated requirement to fund the merger at the time of actual closing. Borrowings from the revolving credit facility are assumed to be drawn only because the pro forma is prepared assuming the merger closed on January 31, 2024. However, Synopsys does not

The unaudited pro forma condensed combined financial information assumes that the cash portion of the merger consideration will be funded through a combination of cash on hand of Synopsys as on January 31, 2024, cash on hand of Ansys as on December 31, 2023, a draw down on the revolving credit facility, and borrowings under the term loan credit agreement and debt commitment letter commitments. The total borrowings of $16.9 billion under the revolving credit facility, term loan credit agreement and the commitments under the debt commitment letter will be used to (a) finance the merger, (b) pay the merger costs, and (c) repay certain existing indebtedness of Ansys.

Ultimately, Synopsys expects to replace the commitments under the debt commitment letter with permanent financing in the same amount prior to the completion of the merger and subject to market conditions. There can be no assurance that the permanent financing will be obtained prior to the completion of the merger and the terms of the expected remaining $11.7 billion of permanent financing are uncertain at this time. As the terms of the debt commitment letter and the revolving credit facility are the best available information, the financing adjustments for this portion of the debt financing are calculated based on the terms of the debt commitment letter and the revolving credit facility, as further discussed in Note 7.

Debt issuance costs are expected to be incurred for the debt commitment letter and the term loan credit agreement and will be amortized over the respective terms of the agreements.

These assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. For example, if the commitments under the debt commitment letter are not actually utilized and converted into borrowings, Synopsys would not incur funding and duration fees of $321.8 million associated with the borrowings from the debt commitment which are included as part of interest cost for the periods presented. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing and inputs to interest rate determination on debt instruments issued.

The unaudited pro forma condensed combined balance sheet as of January 31, 2024 is prepared using Synopsys’ unaudited condensed consolidated balance sheet as of January 31, 2024 and Ansys’ audited consolidated balance sheet as of December 31, 2023, respectively, giving effect to (i) the merger as if it had been completed on January 31, 2024 and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined statements of income for the three months ended January 31, 2024 is prepared using Synopsys’ unaudited condensed consolidated statements of income for the three months ended January 31, 2024 and Ansys’ unaudited condensed consolidated statements of income for the three months ended December 31, 2023, which is derived by subtracting the unaudited condensed consolidated statements of income for the nine months ended September 30, 2023 from the audited consolidated statements of income for the year ended December 31, 2023. The unaudited pro forma condensed combined statements of income give effect to (i) the merger as if it had been completed on November 1, 2022, and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. As the difference between Synopsys’ and Ansys’ fiscal year-end dates is less than one fiscal quarter, the unaudited pro forma condensed combined statements of income for the year ended October 28, 2023 is prepared using Synopsys’ historical audited consolidated statements of income for the year ended October 31, 2023 and Ansys’ historical unaudited condensed consolidated statements of income for the twelve months ended September 30, 2023, which is derived by subtracting the unaudited condensed consolidated statements of income for the nine months ended September 30, 2022 from audited consolidated statements of income for the year ended December 31, 2022 and adding the unaudited condensed consolidated statements of income for the nine months ended September 30, 2023, as permitted under Rule 11-02 of Regulation S-X.

Synopsys fiscal year ends on the Saturday nearest to October 31 and consists of 52 weeks, with the exception that approximately every five years, Synopsys has a 53-week year. When a 53-week year occurs, Synopsys includes the additional week in the first quarter to realign fiscal quarters with calendar quarters. Fiscal 2024 is a

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with:

The unaudited pro forma condensed combined financial information should also be read together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Synopsys and Ansys, respectively, included in the aforementioned periodic reports incorporated by reference in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information should also be read together with other financial information related to the merger included elsewhere in this proxy statement/prospectus, including the merger agreement and the description of certain terms thereof set forth under the section entitled “The Merger.”

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not indicative of the operating results that would have occurred if the merger had been completed as of the dates set forth above, nor is it indicative of the future results of Synopsys following the merger. In determining the preliminary estimate of fair values of assets acquired and liabilities assumed of Ansys, Synopsys used publicly available benchmarking information along with other relevant assumptions, including market participant assumptions. The purchase price allocation relating to the merger is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. There can be no assurance that the final valuations will not result in material changes to this preliminary purchase price allocation. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the merger or of any integration costs. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Synopsys following the merger.