PITTSBURGH and ELANCOURT, France, May 29,
2012 /PRNewswire/ -- ANSYS, Inc. (NASDAQ: ANSS), a
global innovator of simulation, and Esterel Technologies S.A.
("Esterel") a leading provider of embedded software simulation
solutions for mission critical applications, announced today that
they signed a definitive agreement whereby ANSYS will acquire
Esterel Technologies for a cash purchase price of approximately
euro 42 million (or approximately
US$53 million), subject to certain
working capital adjustments at close. The agreement also includes
retention provisions for key members of management and employees.
Headquartered in Elancourt, France, Esterel has about 80 employees and
reported revenues of approximately euro 15
million for fiscal year 2011. The transaction, currently
anticipated to close in the third calendar quarter of 2012, is
subject to customary closing conditions and regulatory
approvals.
(Logo:
http://photos.prnewswire.com/prnh/20110127/MM38091LOGO )
The Esterel SCADE solution enables software and systems
engineers to design, simulate and produce embedded software, the
control code built into the electronics in aircraft, rail
transportation, automotive, energy systems, medical devices and
other industrial products that have central processing units.
Modern products are increasingly complex systems of hardware,
software and electronics. For example, today's complex aircraft,
rail and automotive products often have tens of millions of lines
of embedded software code, from flight controls and cockpit
displays, to engine controls and driver assistance systems. Esterel
is often chosen when the embedded software is critical for safety
and compliance reasons. Esterel provides software and systems
engineers a solution to accurately model and simulate the behavior
of the embedded software code to gain insight earlier in the design
process and trace it to its requirements. Esterel solutions also
reduce engineering time and cost by automatically generating
certified and dependable embedded software code from these high
fidelity models. Esterel certified code generators are currently
compliant with more than 10 certification standards including
aerospace, defense, rail transportation, automotive, industrial
systems and nuclear plants.
The acquisition of Esterel complements ANSYS® software solutions
by extending the ANSYS Simulation Driven Product Development™
vision to encompass both hardware and software systems. A
combined solution will enable customers to gain greater insight
into the behavior of the embedded software as it interacts with the
hardware (sometimes called the physical plant) including
electrical, mechanical and fluidic sub-systems. 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 and enhancing product
safety. The combination of these two industry leading companies
reaffirms ANSYS' commitment to deliver cutting edge,
customer-driven solutions.
"We are very excited about the model-based embedded code
simulation and production solutions Esterel adds to ANSYS, as well
as the quality of its 230 global top-tier customers," said Jim
Cashman, president and CEO of ANSYS. "Today's products are getting
smarter. They have more electronics and software and this requires
a systems engineering approach to product development. The
combination of these two great companies will uniquely enable
customers to comprehensively simulate complete systems and predict
with confidence that their products will thrive in the real world.
Further, we believe that the combination will foster innovation by
gaining engineering insight across disciplines that have
historically been silos."
"Both companies have a strong commitment to their customers and
employees while sharing a passion for innovation and cutting edge
technology," said Eric Bantegnie, co-founder, CEO and president of
Esterel. "The complementary nature of software and hardware
simulation provides key technological strengths that enhance our
ability to deliver comprehensive, high-fidelity, world-class system
simulation technologies that customers demand. We believe
Esterel customers will leverage the integration of our embedded
software development products into a complete model-based systems
engineering solution. This unique combination will reduce costly
reliance on physical testing and streamline system engineering
processes, while also improving the speed and success of our
customers' product development efforts. Together we will meet the
stringent requirements of upcoming certification standards, such as
ISO 26262 in Automotive or DO-178C in Aerospace."
Integration
The two companies are developing integration plans that leverage
and build on the cultural similarities and the best practices from
each organization. Due to the absence at this time of US GAAP
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 of future earnings. The company
intends to provide updated GAAP and non-GAAP financial guidance
after the closing of the transaction.
About ANSYS, Inc.
ANSYS brings clarity and insight to customers' most complex
design challenges through fast, accurate and reliable engineering
simulation. Our technology enables organizations -- no matter
their industry -- to predict with confidence that their
products will thrive in the real world. Customers trust our
software to help ensure product integrity and drive business
success through innovation. Founded in 1970, ANSYS employs more
than 2,200 professionals, many of them expert in engineering fields
such as finite element analysis, computational fluid dynamics,
electronics and electromagnetics, and design optimization.
Headquartered south of Pittsburgh, U.S.A., ANSYS has more
than 65 strategic sales locations throughout the world with a
network of channel partners in 40+ countries.
Visit www.ansys.com for more information.
About Esterel Technologies S.A.
Esterel Technologies is the worldwide leader of model-based
design, verification and code generation tools for critical system
and software development. Esterel Technologies is a privately held
company with European headquarters in Elancourt, France, U.S. headquarters in Boston, Massachusetts and direct sales offices
in Germany, the United Kingdom, Russia and China. Esterel is supported by channel and
service partners worldwide. For additional information, visit the
Esterel Technologies website at www.esterel-technologies.com.
Forward Looking Information
Certain statements contained in this communication regarding
matters that are not historical facts, including statements
regarding the parties' ability to consummate the proposed
transaction and timing thereof, statements regarding the
model-based embedded code simulation and production solutions that
Esterel adds to ANSYS, regarding the quality of Esterel's 230
global top-tier customers, regarding today's products getting
smarter, having more electronics and software and requiring a
systems engineering approach to product development, regarding the
combination of these two great companies uniquely enabling
customers to comprehensively simulate complete systems and predict
with confidence that their products will thrive in the real world,
regarding our belief that the combination will foster innovation by
gaining engineering insight across disciplines that have
historically been silos, regarding both companies having a strong
commitment to their customers and employees while sharing a passion
for innovation and cutting edge technology, regarding the
complementary nature of software and hardware simulation providing
key technological strengths that enhance the ability to deliver
comprehensive, high-fidelity and world-class system simulation
technologies that customers demand, regarding the belief that
Esterel customers will leverage the integration of embedded
software development products into a complete model-based systems
engineering solution, regarding this unique combination reducing
costly reliance on physical testing and streamline system
engineering processes, while also improving the speed and success
of customers' product development efforts, and regarding together
meeting the stringent requirements of upcoming certification
standards, such as ISO 26262 in Automotive or DO-178C in
Aerospace, 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 Esterel may not be consummated,
the risk that the businesses of ANSYS and Esterel may not be
combined successfully or that such combination may take longer or
cost more to accomplish than expected, and the risk that operating
costs, customer loss and business disruption following the
acquisition of Esterel may be greater than expected.
Additional risks include the risk of a general economic
downturn in one or more of the combined company's primary
geographic regions, the risk that ANSYS has overestimated its
ability to maintain growth and profitability to control costs,
uncertainties regarding the demand for the combined company's
products and services in future periods, the risk that ANSYS has
overestimated the strength of the demand among its customers for
its products, risks of problems arising from customer contract
cancellations, uncertainties regarding customer acceptance of new
products, the risk that the combined company's operating results
will be adversely affected by possible delays in developing,
completing or shipping new or enhanced products, risks that
enhancements to the combined company's products may not produce
anticipated sales, uncertainties regarding fluctuations in
quarterly results, including uncertainties regarding the timing of
orders from significant customers, disruption from the transaction
making it more difficult to maintain relationships with customers
and employees and other factors that are detailed from time to time
in reports filed by ANSYS, Inc. with the U.S.
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 ANSYS has filed. ANSYS and
Esterel undertake 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.
ANSYS and any and all ANSYS, Inc. brand, product, service and
feature names, logos and slogans are registered trademarks or
trademarks of ANSYS, Inc. or its subsidiaries in the
United States or other countries. All other brand, product,
service and feature names or trademarks are the property of their
respective owners.
ANSS-F
SOURCE ANSYS, Inc.