UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 5, 2024, Synopsys, Inc. (“Synopsys”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) by and between Synopsys and Sapphire Software Buyer, Inc. (“Buyer”), an entity controlled by funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners (together, the “Sponsors”). Pursuant to the Purchase Agreement, and subject to the satisfaction or waiver of customary closing conditions specified therein, Synopsys will sell its Software Integrity business unit to Buyer for a purchase price of up to $2.1 billion in cash, comprised of: (i) $1.5 billion, payable at closing; (ii) $125 million, payable in equal installments over five fiscal quarters beginning on the first business day after the day that is the 75th day of Synopsys’ first full fiscal quarter following the closing, subject to acceleration at Synopsys’ option prior to the closing of Synopsys’ pending acquisition of ANSYS, Inc.; and (iii) up to $475 million, payable upon the Sponsors achieving a specified rate of return in connection with one or more potential liquidity transactions.
On May 6, 2024, Synopsys and the Sponsors jointly issued a press release announcing the transaction described herein. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Joint Press release issued by Synopsys, Inc. and the Sponsors, dated May 6, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNOPSYS, INC. | ||||||
| Dated: May 6, 2024 | By: | /s/ John F. Runkel, Jr. | ||||
| Name: | John F. Runkel, Jr. | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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