Ansoft Announces Stockholder Approval of Acquisition and Satisfaction of Closing Conditions
24 Luglio 2008 - 11:54PM
Business Wire
Ansoft Corporation (NASDAQ: ANST), a global provider of Electronic
Design Automation (EDA) software, announced that at the company�s
special meeting of stockholders held on July 23, 2008 in
Pittsburgh, Pennsylvania, the company�s stockholders voted to adopt
and approve the merger agreement providing for the acquisition of
Ansoft by ANSYS, Inc. (NASDAQ: ANSS). In addition, Ansoft announced
that the conditions to ANSYS' obligations contained in Section 7.2
of the merger agreement have been satisfied as of the date of this
release. As a result, the parties announced that the closing of the
transaction has been scheduled to occur on July 31, 2008, which
will also be Ansoft�s last day of trading on the NASDAQ. "We are
pleased that our stockholders have approved the acquisition of
Ansoft by ANSYS and believe their support reinforces our belief
that this merger brings together two great companies with a shared
vision and strong engineering focus, " said Dr. Zoltan J. Cendes,
founder, Chairman of the Board and Chief Technology Officer of
Ansoft. In conjunction with this transaction, Dr. Cendes will join
ANSYS� board of directors following the closing of the transaction.
As previously announced, under the terms of the merger agreement,
Ansoft stockholders will receive $16.25 in cash and 0.431882 shares
of ANSYS common stock for each outstanding Ansoft share. About
Ansoft Corporation Ansoft Corporation is a leading developer of
high performance EDA software. The software is based on more than
twenty-five years of research and development from the world�s
leading experts in electromagnetics, circuit, and system
simulation. Companies throughout the world rely on Ansoft�s
software to achieve first-pass system success when designing mobile
communication and internet devices, broadband networking components
and systems, integrated circuits (ICs), printed circuit boards
(PCBs) and electromechanical systems. Headquartered in Pittsburgh,
Pennsylvania, U.S.A., with locations throughout the world, Ansoft
and its subsidiaries employ approximately 300 people. Visit
http://www.ansoft.com for more information. Additional Information
about the Merger and Where to Find It In connection with the
merger, ANSYS filed with the SEC a registration statement on Form
S-4 (Registration No. 333 150435), which includes a
prospectus/proxy statement of ANSYS and Ansoft and other relevant
materials in connection with the proposed transactions. The
prospectus/proxy statement was mailed on or about June 23, 2008 to
stockholders of Ansoft Corporation. This material is not a
substitute for the prospectus/proxy statement regarding the
proposed transactions. Investors and security holders of ANSYS and
Ansoft are urged to read the prospectus/proxy statement and the
other relevant material when they become available because they
contain important information about ANSYS, Ansoft and the proposed
transaction. The prospectus/proxy statement and other relevant
materials, and any and all documents filed by ANSYS or Ansoft with
the SEC, may be obtained free of charge at the SEC�s web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by ANSYS by
directing a written request to ANSYS, Inc., Southpointe, 275
Technology Drive, Canonsburg, Pennsylvania 15317, Attention:
Investor Relations. Investors and security holders may obtain free
copies of the documents filed with the SEC by Ansoft by directing a
written request to Ansoft Corporation, 225 West Station Square
Drive, Suite 200, Pittsburgh, PA 15219, Attention: Investor
Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROSPECTUS/PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS BEFORE
MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTIONS. This communication shall not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Forward Looking Information Certain statements contained
in the press release regarding matters that are not historical
facts, including statements regarding the proposed timing of the
closing of the acquisition, 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
Ansoft may be delayed or may not be consummated at all. The closing
of the acquisition remains subject to various conditions, some of
which are beyond our control, and if any of such conditions fail to
be satisfied on the anticipated closing date, the closing may be
delayed until such closing conditions have been satisfied. If such
conditions are not or cannot be satisfied, the closing may not
occur. The prospectus/proxy statement contains important
information regarding these conditions that must be satisfied prior
to the closing of the acquisition. Additional risks and
uncertainties are detailed from time to time in reports filed by
Ansoft Corporation with the 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 Ansoft
has filed. Ansoft undertakes 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.
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