"We are pleased that our stockholders have approved the acquisition of Ansoft by ANSYS and believe their support reinforces our belief that this merger brings together two great companies with a shared vision and strong engineering focus, " said Dr. Zoltan J. Cendes, founder, Chairman of the Board and Chief Technology Officer of Ansoft. In conjunction with this transaction, Dr. Cendes will join ANSYS’ board of directors following the closing of the transaction.
As previously announced, under the terms of the merger agreement, Ansoft stockholders will receive $16.25 in cash and 0.431882 shares of ANSYS common stock for each outstanding Ansoft share.
About Ansoft Corporation
Ansoft Corporation is a leading developer of high performance EDA software. The software is based on more than twenty-five years of research and development from the world’s leading experts in electromagnetics, circuit, and system simulation. Companies throughout the world rely on Ansoft’s software to achieve first-pass system success when designing mobile communication and internet devices, broadband networking components and systems, integrated circuits (ICs), printed circuit boards (PCBs) and electromechanical systems. Headquartered in Pittsburgh, Pennsylvania, U.S.A., with locations throughout the world, Ansoft and its subsidiaries employ approximately 300 people. Visit http://www.ansoft.com for more information.
Additional Information about the Merger and Where to Find It
In connection with the merger, ANSYS filed with the SEC a registration statement on Form S-4 (Registration No. 333 150435), which includes a prospectus/proxy statement of ANSYS and Ansoft and other relevant materials in connection with the proposed transactions. The prospectus/proxy statement was mailed on or about June 23, 2008 to stockholders of Ansoft Corporation. This material is not a substitute for the prospectus/proxy statement regarding the proposed transactions. Investors and security holders of ANSYS and Ansoft are urged to read the prospectus/proxy statement and the other relevant material when they become available because they contain important information about ANSYS, Ansoft and the proposed transaction. The prospectus/proxy statement and other relevant materials, and any and all documents filed by ANSYS or Ansoft with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ANSYS by directing a written request to ANSYS, Inc., Southpointe, 275 Technology Drive, Canonsburg, Pennsylvania 15317, Attention: Investor Relations. Investors and security holders may obtain free copies of the documents filed with the SEC by Ansoft by directing a written request to Ansoft Corporation, 225 West Station Square Drive, Suite 200, Pittsburgh, PA 15219, Attention: Investor Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS BEFORE MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward Looking Information
Certain statements contained in the press release regarding matters that
are not historical facts, including statements regarding the proposed
timing of the closing of the acquisition, are “forward-looking”
statements (as defined in the Private Securities Litigation Reform Act
of 1995). Because such statements are subject to risks and
uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements. All forward-looking
statements in this press release are subject to risks and uncertainties.
These include the risk that the acquisition of Ansoft may be delayed or
may not be consummated at all. The closing of the acquisition remains
subject to various conditions, some of which are beyond our control, and
if any of such conditions fail to be satisfied on the anticipated
closing date, the closing may be delayed until such closing conditions
have been satisfied. If such conditions are not or cannot be satisfied,
the closing may not occur. The prospectus/proxy statement contains
important information regarding these conditions that must be satisfied
prior to the closing of the acquisition. Additional risks and
uncertainties are detailed from time to time in reports filed by Ansoft
Corporation with the Securities and Exchange Commission, including the
Annual Reports on Form 10-K, the quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents Ansoft has filed. Ansoft
undertakes no obligation to publicly update or revise any
forward-looking statements, whether changes occur as a result of new
information or future events after the date they were made.