ANSYS, Inc. Signs Definitive Agreement to Acquire Apache Design Solutions, Inc.

ANSYS, Inc and Apache Design Solutions, Inc., a simulation software provider for advanced, low power solutions in the electronics industry, announced today that they signed a definitive agreement whereby ANSYS will acquire Apache for a purchase price of approximately $310 million in cash, which includes an estimated $29 million in cash on Apache's balance sheet. The agreement also includes retention provisions and incentives for key members of management and employees, earned over a three fiscal year period following closing, including an additional $13 million of performance equity awards. When completed, ANSYS currently expects that the transaction will be modestly accretive to non-GAAP earnings per share in its first full year of combined operations.

ANSYS intends to fund the transaction with cash on-hand from the combined organization. The transaction, currently anticipated to close in the third calendar quarter of 2011, is subject to customary closing conditions and regulatory approvals. After the closing, Apache will become a wholly-owned subsidiary of ANSYS.

Apache's software enables engineers to design power-efficient devices while satisfying ever-increasing performance requirements. For example, smartphones continually add functionality to their platforms such as high definition video, GPS, video recording and conferencing with the consumer expectation that battery life will be extended. Engineers use Apache's products to design and simulate efficient, low power integrated circuits for high-performance electronic products found in devices such as tablets, smartphones, LCD televisions, laptops and high end computer servers, to name a few. The worldwide need for smart, energy-efficient electronics has never been greater while engineering challenges continually expand. Solutions to these engineering challenges rely on accurate, predictive simulation software.

The acquisition of Apache complements ANSYS' software solutions by bringing together best-in-class products that drive ANSYS' system vision for integrated circuits, electronic packages and printed circuit boards. The complementary combination is expected to accelerate development and delivery of new and innovative products to the marketplace while lowering design and engineering costs for customers. The combination of these two industry leading companies reaffirms ANSYS' commitment to deliver cutting edge, customer-driven solutions in the 21st century. With over 60 strategic sales locations and over 20 development centers on three continents, the combined company will employ approximately 2,000 people.

"We are very excited about the power-efficient design software that Apache adds to ANSYS' simulation capabilities," said James E. Cashman III, President and Chief Executive Officer of ANSYS. "The addition of this technology will drive energy-efficient electronic product development in the 21st century. Both companies have a strong commitment to their customers and employees while sharing a passion for innovation and cutting edge technology. This combination will further strengthen and promote thought leadership allowing us to better serve our customers by accelerating the delivery of comprehensive, customer-driven engineering simulation solutions. We see this as an opportunity to strengthen the ANSYS vision for solving chip, package and board design problems."

"The combination of these two great companies with emerging 3DIC technologies will lead to considerable advances within electronics," said Dr. Andrew T. Yang, co-founder, Chief Executive Officer and Chairman of the Board for Apache. "The complementary nature of our electronic and thermal product offerings provides key technological strengths that enhance our ability to deliver comprehensive, innovative and world-class simulation technologies that customers demand."

Integration

The two companies are developing integration plans that leverage and build on the cultural similarities and the best practices from each team. ANSYS will provide additional details relative to the acquisition and integration activities subsequent to the closing of the transaction.

Due to the absence at this time of estimates of the acquisition-related impact of purchase accounting adjustments, including the allocation of the purchase price among goodwill, in-process R&D, other intangibles, deferred revenue and equity-based compensation expenses, ANSYS is currently unable to provide GAAP estimates on future earnings. The company intends to provide updated GAAP and non-GAAP financial guidance after the closing of the transaction.

Advisors

In connection with the transaction, Deutsche Bank Securities Inc. is acting as exclusive financial advisor to Apache, and O'Melveny & Myers LLP (Menlo Park office) is acting as legal counsel. BofA Merrill Lynch is acting as ANSYS' financial advisor and ANSYS retained Goodwin Procter LLP as its legal advisor.