Synopsys and Ansys: deal terms, remedies and engineering tools
Synopsys agreed to buy Ansys in a cash-and-stock transaction, bringing semiconductor design together with engineering simulation and analysis software.
Synopsys announced an agreement to acquire Ansys on January 16, 2024, pairing semiconductor design software with engineering simulation and analysis. The cash-and-stock transaction was valued at about $35 billion. The companies had already worked together since 2017, offering chip designers ways to analyse their designs. Synopsys chief executive Sassine Ghazi told Reuters that customers wanted a more integrated solution as chips and the systems containing them became more complex.
The announcement followed an early-2024 leadership handover from co-founder Aart de Geus to Ghazi. Ghazi and Ansys chief executive Ajei Gopal said their boards had retained independent advisers to assess regulatory risks. Wells Fargo also highlighted regulatory uncertainty. The combination was expected to add to adjusted earnings within the second full year after closing.
The cash-and-share terms
Ansys shareholders were to receive $197 in cash and 0.3450 Synopsys common shares for each Ansys share. Using Synopsys’ December 21, 2023 closing price of $559.96, the companies calculated implied consideration of $390.19 per Ansys share. That represented an approximately 29% premium to Ansys’ closing price on the same reference date and about 35% to its preceding 60-day volume-weighted average price. The announced $35 billion figure described enterprise value.
Synopsys planned to fund roughly $19 billion of cash consideration using existing cash and borrowing, with $16 billion of fully committed debt financing secured. The companies initially expected closing in the first half of 2025, subject to shareholder and regulatory approvals. Their targets included approximately $400 million of annualised cost synergies by the third post-closing year and $400 million of annualised revenue synergies by the fourth. These were management forecasts with different delivery periods. At announcement, Ansys investors were expected to own approximately 16.5% of the combined company on a pro forma basis.
Ansys’ standalone financial baseline
Ansys subsequently reported calendar-year 2023 revenue of $2,269.9 million, up about 10%. Annual contract value was $2,300.5 million, while operating cash flow reached $717.1 million. Deferred revenue and backlog stood at $1,472.6 million at year-end. These were separately disclosed measures of its business. Fourth-quarter revenue was $805.1 million; the quarter’s annual contract value was $955.2 million. Annual diluted earnings per share were $5.73 on a GAAP basis and $8.80 on a non-GAAP basis.
Its annual GAAP net income declined to $500.4 million from $523.7 million, while non-GAAP net income rose to $769.3 million from $698.9 million. GAAP operating margin was 27.6%, compared with a non-GAAP margin of 42.6%. The adjusted results excluded stock-based compensation, related excess payroll taxes, acquired-intangible amortisation, business-combination expenses and associated tax adjustments. Ansys presented those adjustments alongside reconciliations to its accounting results.
Synopsys before the portfolio changes
Synopsys’ fiscal 2023 revenue was $5.843 billion, compared with $5.082 billion in fiscal 2022. Fiscal-year GAAP net income rose to $1.230 billion from $984.6 million. Non-GAAP net income was $1.737 billion, against $1.393 billion a year earlier. Its fourth-quarter revenue reached $1.599 billion, compared with $1.284 billion. Quarterly GAAP net income was $349.2 million against $153.5 million; non-GAAP net income was $490.9 million against $297.7 million. These figures described Synopsys’ fiscal reporting periods; Ansys’ annual results covered the calendar year ended in December.
The company then reported three business segments. Design Automation included silicon design and verification, system integration, manufacturing software, and verification hardware. Design IP covered its intellectual-property products. Software Integrity included software-code security and quality testing, together with professional and managed services. That segment structure captured Synopsys before the Ansys acquisition and before the separately announced disposal of its application-security business. Chief financial officer Shelagh Glaser also disclosed an $8.6 billion backlog in the fiscal 2023 results.
The application-security sale announcement
In May 2024, Synopsys agreed to sell its Software Integrity Group to Clearlake Capital and Francisco Partners. The announced value was up to $2.1 billion. That maximum included up to $475 million payable if the buyers achieved a specified rate of return through one or more liquidity transactions. The stated maximum therefore included a contingent element. The business was to become an independent application-security testing provider, led by its existing management team.
Software Integrity supplied tools for engineering and security teams working on application code, including products that interoperated with third-party and open-source tools. Ghazi described the sale as sharpening Synopsys’ focus on its core silicon-and-systems opportunity. At the May announcement, completion was expected in the second half of 2024, subject to customary conditions and regulatory approvals. Synopsys’ board had unanimously approved the transaction.
The European Commission’s narrower market findings
The European Commission conditionally approved the Ansys acquisition on January 10, 2025. It described both companies as headquartered in the United States and their activities as largely complementary. It nevertheless identified competition concerns in optics software, photonics software and register-transfer-level power-consumption analysis. Those markets covered light simulation at different scales and an early-stage tool for checking chip power requirements. The Commission concluded that the original transaction would reduce competition in those specific areas.
The remedy identified two groups of assets:
- Synopsys optics and photonics software, including Code V, LightTools, LucidShape, RSoft and ImSym.
- Ansys’ RTL power-consumption analysis software, PowerArtist.
A suitable purchaser required separate approval before Synopsys could implement the acquisition. An independent trustee would monitor the commitments. The Commission’s decision was conditional on full compliance with those commitments. Its assessment also considered potential bundling and interoperability issues involving EDA tools and semiconductor intellectual-property solutions.
The British review and its limits
The Competition and Markets Authority had announced its initial concerns on December 20, 2024. In the United Kingdom, the authority examined current and possible future competition across chip-design and light-simulation markets. It identified the same three broad areas of concern: RTL power-consumption analysis, optics and photonics. The CMA said the companies’ strong positions and close competition could reduce choice, innovation or quality, or increase prices. It offered them an opportunity to propose remedies before a potential in-depth phase-two investigation. The authority also examined whether important inputs could be withheld from rivals or interoperability degraded. It did not find concerns in those latter areas. Its notes described Ansys’ simulation software as serving semiconductor design and industries including aerospace, automotive and construction. The findings concerned specified overlaps within otherwise largely complementary portfolios.
Acceptance, implementation and case closure
The CMA case record separates several procedural events. Its formal investigation launched on October 25, 2024, following an invitation for comments. After the December phase-one decision, the companies offered undertakings. On January 8, 2025, the authority found reasonable grounds to consider them. A consultation on the proposed undertakings ran from February 12 to February 26. The CMA accepted the undertakings in lieu of an in-depth reference on March 5.
Acceptance was followed by implementation work. The authority published the appointment of a monitoring trustee in June. Its later case update stated that the divestment businesses had been sold on October 17, 2025. On November 27, the CMA closed its investigation. The record therefore gives separate dates for accepting the remedy, completing the required asset sales and formally closing the case. Each milestone describes a different step in that regulator’s process.
The FTC’s proposed remedy
On May 28, 2025, the Federal Trade Commission announced a proposed consent order. Synopsys would divest optical and photonic software assets, and Ansys would divest PowerArtist, to Keysight Technologies. The FTC alleged that the merger would eliminate head-to-head competition in the three software-tool markets, leading to higher prices and less innovation. Its description of optical tools covered devices that generate, reflect or refract light; photonic tools covered devices using photons to transmit information.
The proposed terms required the divestitures no later than ten days after the main acquisition closed. They also called for limited transition services and technological support for Keysight. A monitor would oversee implementation, with provision for a divestiture trustee if the companies failed to complete the asset sales as required. The Commission voted 3–0 to issue its complaint and accept the agreement for public comment. The public-comment period was to last 30 days.
The final order
The FTC finalised its consent order on October 17, 2025, after the public-comment process. The Commission again voted 3–0. The final announcement retained the specified divestitures to Keysight and described them as resolving the agency’s competition allegations. It also linked a concurring statement by Commissioner Mark R. Meador. The final-order announcement and that individual commissioner’s statement were separate documents in the same proceeding, addressing the remedy and its implementation from different perspectives.
The implementation delay and Meador’s criticism
In his October 17 statement, Meador said Synopsys and Ansys closed their transaction on July 17 and notified FTC staff later that day that they could not meet the agreed divestiture timetable. According to his account, China’s State Administration for Market Regulation had not yet approved the divestiture buyer. He criticised the companies and their counsel for proceeding despite that impediment and described their conduct as bad faith. Those characterisations were expressly his assessment.
Meador argued that potential delays should have been raised while the order was being negotiated. He said earlier disclosure could have allowed the agency to discuss accommodations, including terms covering an extended gap between the merger and divestiture. He concurred in finalising the order and said he would also have supported referring the matter for civil penalties. His statement expressed that position; it did not announce a penalty imposed on Synopsys or Ansys.
The July 2025 acquisition closing
Synopsys announced completion of the Ansys acquisition on July 17, 2025. Ansys common stock would cease trading on Nasdaq. Former Ansys president, chief executive and director Ajei Gopal, together with former Ansys director Ravi Vijayaraghavan, joined Synopsys’ board immediately. The closing announcement described a combined portfolio spanning silicon design, intellectual property, simulation and analysis, serving semiconductor, automotive, aerospace, industrial and other engineering customers. Ghazi remained Synopsys’ president and chief executive.
At closing, Synopsys expected its first integrated capabilities in the first half of 2026. The roadmap included bringing multiphysics across EDA workflows and multi-die advanced packaging, alongside testing and virtualisation of complex systems. Management estimated an expanded addressable market of $31 billion, with a footnote identifying it as a 2023 market estimate. Projected margin expansion, cash-flow generation and deleveraging remained forward-looking expectations in the closing release.
What Keysight acquired in October
Keysight confirmed completion of its purchases of Synopsys’ Optical Solutions Group and Ansys’ PowerArtist on October 17, 2025. The Optical Solutions Group brought several distinct applications: CODE V for imaging-system design, LightTools for illumination design, LucidShape for automotive lighting, and ImSym for virtual prototyping of imaging systems. RSoft supplied electromagnetic simulation tools for photonic and optoelectronic devices.
PowerArtist provided pre-synthesis power analysis and an RTL design-for-power platform for early-stage semiconductor design. Keysight said engineers and scientists with expertise in optics, photonics, power analysis and multiphysics were joining with the acquired operations. Senior vice president Niels Faché described the additions as expanding its system-level and multi-domain simulation capabilities. His comments expressed Keysight’s intended product direction. The completion announcement recorded the asset transfers separately from Synopsys’ earlier completion of the Ansys merger.
Joint workflows in Ansys 2026 R1
On March 11, 2026, Synopsys launched Ansys 2026 R1 with a first wave of integrated capabilities. One connection paired Synopsys VC Functional Safety Manager with Ansys medini analyze, linking system-level safety analysis to silicon-level verification. Another paired QuantumATK with Granta MI, providing a route for material properties from atomic-scale simulation into enterprise materials records. These were specific connections between named products, rather than a single replacement for every engineering workflow.
The release also integrated OptoCompiler and Lumerical FDTD for photonic-design and optical-simulation workflows, including automated Verilog-A model generation. In embedded software, Synopsys presented TPT test automation alongside Ansys SCADE model-based development. The company described those tools as supporting test generation, execution and analysis across control-software applications. Its claimed savings in manual work and improvements in reliability were vendor statements about the workflows.
Multiphysics Fusion availability
On June 17, 2026, Synopsys announced customer availability of its first Multiphysics Fusion solutions. The timing-signoff offering connected PrimeTime with RedHawk-SC and RedHawk-SC Electrothermal, together with StarRC extraction and HFSS-IC analysis. Its design-closure offering combined PrimeClosure with RedHawk-SC. For multi-die designs, the 3DIC Compiler platform connected power-integrity, thermal and electromagnetic analysis across dies and packaging. The company also listed analog and photonic-design integrations involving Custom Compiler, HFSS-IC, OptoCompiler and Lumerical.
Synopsys said these workflows used targeted GPU acceleration through NVIDIA CUDA-X libraries, including cuDSS. The availability announcement included vendor claims of up to threefold faster timing-analysis runtimes and up to tenfold faster design closure in the specified workflows. Those claims described particular applications rather than guaranteed gains for every design. The named integrations extended the combined portfolio into timing signoff, design closure, multi-die development, and analog and photonic engineering. Their June release provided a dated product milestone following the 2024 agreement, the 2025 acquisition closing and the separate divestiture process.
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