PITTSBURGH, Oct. 26, 2020 /PRNewswire/ --
Key Highlights
- Ansys to acquire Analytical Graphics, Inc., a premier
provider of mission-driven simulation, modeling, testing and
analysis software for aerospace, defense, telecommunication and
intelligence applications
- The acquisition will expand the Ansys portfolio to enable users
to solve at the chip level all the way to an entire mission
- $700 million deal expected to
close in Q4 2020 pending the receipt of regulatory clearance
Ansys (NASDAQ: ANSS), the global leader and innovator of
engineering simulation software, announced today that it has
entered into a definitive agreement to acquire Analytical Graphics,
Inc. (AGI), a premier provider of mission-driven simulation,
modeling, testing and analysis software for aerospace, defense and
intelligence applications. Once closed, the acquisition will expand
the scope of Ansys' solution offering, empowering users to solve
challenges by simulating from the chip now all the way to a
customers' entire mission – like tracking an orbiting satellite and
its periodic connection to ground stations. The purchase price for
the transaction is $700 million, of
which 67% of the consideration will be paid in cash and 33% will be
paid through the issuance of Ansys common stock. In conjunction
with the transaction, Ansys anticipates obtaining new debt
financing to fund a significant portion of the cash component of
the purchase price.
AGI has pioneered digital mission engineering, a key component
of digital transformation. Once closed, the acquisition of AGI will
expand Ansys' simulation footprint into customers' missions, an
area of simulation beyond the traditional component or product
level. Missions are typically higher-level endeavors that support
space, telecommunications, national defense and search-and-rescue
initiatives. Mission-driven simulation, integrated with systems
engineering, enables organizations to provide the best
configuration to achieve various desired mission objectives.
Digital mission engineering empowers organizations to evaluate
then optimize the performance of engineered systems across the
overall mission. It also helps them effectively respond to evolving
mission objectives, which often change during the course of a
system's lifecycle. As a result, these missions are more likely to
succeed, saving the customer time, money and other crucial
resources.
As an example, experts project that more than 10,000 satellites
will be launched into orbit in the next five years. AGI's software
will help its customers design, launch, and safely operate the next
generation of satellite constellations which are critical for
navigation, earth imagery, weather and communications. AGI's
software models and simulates many important elements, such as a
satellite's orbital mechanics, enabling users to design, operate or
use space systems with improved efficiency and effectiveness.
Based in Exton, Pa., AGI has a
30-year track record of success across industries, with hundreds of
customers around the world, particularly in the government and
federal aerospace and defense industries. As an existing Ansys
partner, AGI's technology already connects into the Ansys
simulation portfolio. Once closed, AGI's strong customer
relationships will help Ansys reach new aerospace and defense
customers while the Ansys sales channel can drive mission-based
simulation to its broader existing installed base.
"Ansys' acquisition of AGI will help drive our strategy of
making simulation pervasive from the smallest component now through
a customer's entire mission," said Ajei Gopal, president and CEO of
Ansys. "It will also expand the use of simulation in the key
aerospace sector, where the stakes can be at their highest levels.
We are excited to welcome the expert AGI team – and to expand the
reach of their world-class technology to industries outside of
aerospace, including for autonomy and 5G applications."
"In the three decades since our founding, we have continuously
invested in our technology to create and advance digital mission
engineering," said Paul Graziani,
CEO and co-founder of AGI. "We are thrilled to become part of Ansys
so we can dramatically extend the reach of our world-class products
and help more customers accomplish their critical missions."
The transaction is expected to close in the fourth quarter of
2020, subject to receipt of regulatory clearance and the
satisfaction of other customary closing conditions. The transaction
is not expected to have a meaningful impact on the 2020 non-GAAP
results. Ansys expects that the transaction will add $75 million to $85
million of non-GAAP revenue to its 2021 results and will be
modestly accretive to non-GAAP diluted earnings per share. Non-GAAP
projections exclude the effects of acquisition adjustments to
deferred revenue, stock-based compensation, amortization of
acquired intangible assets and transaction costs related to the
acquisition. The corresponding GAAP revenue and diluted earnings
per share measures are not estimable on a forward-looking basis at
this time, as such measures require a fair valuation to be
performed on the net assets purchased, which will be completed
subsequent to the closing.
About Ansys
If you've ever seen a rocket launch, flown
on an airplane, driven a car, used a computer, touched a mobile
device, crossed a bridge or put on wearable technology, chances are
you've used a product where Ansys software played a critical role
in its creation. Ansys is the global leader in engineering
simulation. Through our strategy of Pervasive Engineering
Simulation, we help the world's most innovative companies deliver
radically better products to their customers. By offering the best
and broadest portfolio of engineering simulation software, we help
them solve the most complex design challenges and create products
limited only by imagination. Founded in 1970, Ansys is
headquartered south of Pittsburgh,
Pennsylvania, U.S.A. Visit www.ansys.com for more
information.
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.
Forward-Looking Statements
This press release contains
certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to
the proposed acquisition, including statements regarding the
benefits of the acquisition, the anticipated timing of the
acquisition and the products and markets of each company. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"future," "opportunity," "plan," "may," "should," "will," "would,"
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the acquisition may not be completed
in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the acquisition, including the
receipt of certain regulatory approvals, (iii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the acquisition agreement, (iv) risks that the
proposed transaction disrupts current plans and operations of AGI
and potential difficulties in AGI employee retention as a result of
the transaction, (v) risks related to diverting management's
attention from AGI's ongoing business operations, (vi) the ability
of Ansys to successfully integrate AGI's operations, product lines,
and technology, (vii) the ability of Ansys to implement its plans,
forecasts, and other expectations with respect to AGI's business
after the completion of the proposed acquisition and realize
additional opportunities for growth and innovation, (viii) the
short- and longer-term effects of the COVID-19 pandemic; and (ix)
adverse changes in the economic and political conditions in the
regions in which Ansys and AGI operate. In addition, please refer
to the documents that Ansys files with the SEC on Forms 10-K, 10-Q
and 8-K. These filings identify and address other important risks
and uncertainties that could cause events and results to differ
materially from those contained in the forward-looking statements
set forth in this press release. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Ansys assumes no
obligation to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise.
ANSS–F
Contacts
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Media
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Mary Kate
Joyce
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724.820.4368
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marykate.joyce@ansys.com
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Investors
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Annette N. Arribas,
IRC
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724.820.3700
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annette.arribas@ansys.com
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SOURCE Ansys