Aug 2, 2011

ANSYS, Inc. Announces Successful Closing of Apache Acquisition

ANSYS, Inc, announced today the Company has successfully completed the acquisition of Apache Design Solutions, Inc., a leading simulation software provider for advanced, low-power solutions in the electronics industry. Under the terms of the agreement, ANSYS acquired 100% of Apache for a purchase price of approximately $314 million in cash, which included $31.1 million in cash on Apache's balance sheet and includes up to $12 million in cash payments which may be paid in equal portions on each of the first three anniversaries of the closing of the acquisition based upon the retention of Dr. Andrew T. Yang as an employee of the combined company at such anniversary. The agreement also included retention provisions and incentives for key members of management and employees, earned over a three fiscal year period beginning on January 1, 2012, including an additional $13 million of performance equity awards. The Company funded the transaction with cash on-hand from the combined organization. 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. ANSYS expects the acquisition to be modestly accretive to non-GAAP earnings per share in the first full year of combined operations.

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.

James E. Cashman III, President and Chief Executive Officer of ANSYS commented, "Finalizing the acquisition of Apache is great news for our employees, our customers and our partners. We are very excited to be able to move forward today as a unified company and begin accelerating our strategy for the future."

The combination of ANSYS' and Apache's software products and services is expected to give ANSYS the most comprehensive, independent electronics engineering simulation software offerings in the industry, reaffirming and strengthening ANSYS' commitment to open interface and flexible simulation solutions that are primarily driven by customer demand and choice. With over 60 direct sales offices and 21 development centers, on three continents, the combined company will employ approximately 2,000 people.

"With the operations and technology synergies that Apache and ANSYS share, we are confident that we can deliver comprehensive, innovative and world-class simulation technologies that customers demand," said Dr. Andrew T. Yang, co-founder and Chief Executive Officer of Apache, who will serve as President of Apache Design, Inc., the surviving corporation and a wholly-owned subsidiary of ANSYS, as well as a member of ANSYS' senior management team in the role of Vice President and General Manager.

The company intends to provide updated financial guidance with respect to Apache and the financial outlook of the combined company during its second quarter earnings conference call being held at 10:30 a.m. ET on Thursday, August 4, 2011.

Conference Call Information:

What: ANSYS Second Quarter 2011 Earnings Conference Call

When: August 4, 2011 at 10:30 a.m. Eastern Time

Where: http://investors.ansys.com

The conference call dial-in number is 866-524-3160 (US), 866-605-3852 (CAN) or 412-317-6760 (INT'L) Passcode: ANSYS (26797). The call will be recorded with replay at 877-344-7529 (US) or 412-317-0088 (INT'L) Passcode: 10002050