Ansoft is a leading developer of high-performance electronic design automation (EDA) software. Engineers use Ansoft software to achieve first-pass system success when designing mobile communication and Internet-access devices, broadband networking components and systems, integrated circuits (ICs), printed circuit boards (PCBs) and electromechanical systems. Ansoft markets its products worldwide through its own direct sales force and has comprehensive customer-support and training offices throughout North America, Asia and Europe.
Important Additional Information to be Filed with the SEC
In connection with the proposed acquisition of Ansoft by ANSYS, Inc., ANSYS filed with the SEC a registration statement on Form S-4 (Registration No. 333-150435), which includes a preliminary prospectus/proxy statement of ANSYS and Ansoft and other relevant materials in connection with the proposed transaction. This material is not a substitute for the prospectus/proxy statement regarding the proposed transaction. Investors and security holders of ANSYS and Ansoft are urged to read the preliminary prospectus/proxy statement and the other relevant material and the final prospectus/proxy statement 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 VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION.
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.
Participants in the Solicitation
ANSYS, Ansoft and their respective executive officers, directors and trustees may be deemed to be participants in the solicitation of proxies from the security holders of Ansoft in connection with the proposed transaction. Information about the executive officers and directors of ANSYS and their ownership of ANSYS common stock is set forth in the proxy statement for ANSYS’ 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 3, 2008. Information about the executive officers and directors of Ansoft and their ownership of Ansoft common stock is set forth in the proxy statement for Ansoft’s 2007 Annual Meeting of Stockholders, which was filed with the SEC on July 26, 2007. Investors and security holders may obtain additional information regarding the direct and indirect interests of ANSYS, Ansoft and their respective executive officers, directors and trustees in the proposed transaction by reading the prospectus/proxy statement referred to above.
Safe Harbor and Forward-Looking Statements
Pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, Ansoft notes that any statements contained in this press release that are not historical facts are forward-looking statements. Such forward-looking statements include, but are not limited to, statements by Ansoft’s president and CEO, statements regarding Ansoft's or management's intentions, hopes, beliefs, expectations, projections, plans for the future and estimates and statements regarding the proposed acquisition of Ansoft by ANSYS, Inc.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include the risk of failing to obtain any regulatory or stockholder approvals or satisfy other conditions to the acquisition of Ansoft by ANSYS; the risk that the businesses of ANSYS and Ansoft may not be combined successfully or that such combination may take longer or cost more to accomplish than expected; the risk that the proposed transaction will not close or that closing will be delayed; the risk that Ansoft’s business will suffer due to uncertainty related to the transaction; the risk that Ansoft’s sales cycle may lengthen due to uncertainty related to the proposed transaction; the risk that Ansoft’s management will be distracted due to the proposed transaction; the risk that Ansoft will continue to incur significant expenses related to the proposed merger prior to its closing that must be paid even if the merger is not completed; as well as other risks and uncertainties that are detailed from time to time in reports filed by Ansoft with the Securities and Exchange Commission.
For further information regarding risks and uncertainties associated
with Ansoft ’ s business, please refer to Ansoft ’ s
public reports filed with the SEC, including, but not limited to, its
annual report on Form 10-K for the fiscal year ended April 30, 2007, and
quarterly reports on Form 10-Q, copies of which may be obtained at Ansoft ’ s
as well as the prospectus/proxy statement referred to above.