Synopsys Enters Definitive Agreement with Keysight Technologies For Sale of Optical Solutions Group

About Synopsys

Catalyzing the era of pervasive intelligence, Synopsys, Inc. (Nasdaq: SNPS) delivers trusted and comprehensive silicon to systems design solutions, from electronic design automation to silicon IP and system verification and validation. We partner closely with semiconductor and systems customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. Learn more at www.synopsys.com.

Synopsys Contacts

Trey Campbell
Investor Relations
synopsys-ir@synopsys.com

Cara Walker
Media Relations
corp-pr@synopsys.com

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction, including, but not limited to, statements regarding the proposed transaction, the anticipated timing of the closing thereof and the post-closing transition of OSG, and its customers and partners; the anticipated timing of the closing of Synopsys' pending acquisition of Ansys (the Ansys Merger), including the pending regulatory approval of the Ansys Merger; the market outlook and products of OSG, and the benefits of and costs from the transaction to Keysight; and strategies related to Keysight's and OSG's future products, technology and services. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions or the negatives of these words or other comparable terminology to convey uncertainty of future events or outcomes. 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 risks, uncertainties and other factors could cause actual future events to differ materially from those expressed or implied in forward-looking statements in this press release, including, but not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, transition costs, future capital expenditures, revenues, expenses, earnings, economic performance, financial condition, losses, pricing trends, future prospects, credit ratings, business and management strategies that may adversely affect Synopsys' business, financial condition and operating results, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including, among other things, receipt of regulatory approval on the terms expected, or at all, and successful closing of the Ansys Merger, or at all, (iii) the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect, following completion of the proposed transaction (if completed), Synopsys or Keysight or the expected benefits of the proposed transaction, (iv) uncertainties as to Keysight's access to available financing to consummate the proposed transaction upon acceptable terms and on a timely basis or at all, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement, (vi) the effect of the announcement or pendency of the proposed transaction on Synopsys' business relationships, competition, business, financial condition, and operating results, (vii) risks that the proposed transaction disrupts current plans and operations of Synopsys and the ability of Synopsys to retain and hire key personnel, (viii) risks related to diverting the attention of Synopsys' management team from the ongoing business operations of Synopsys or the Ansys Merger, (ix) the outcome of any legal proceedings that may be instituted against Synopsys related to the proposed transaction, (x) the ability of Synopsys to implement its plans, forecasts, expected financial performance and other expectations with respect to its retained business after the completion of the proposed transaction, (xi) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xii) uncertainty in the macroeconomic and geopolitical environment and its potential impact on the semiconductor and electronics industries, (xiii) uncertainty in the growth of the semiconductor and electronics industries, (xiv) the highly competitive industry Synopsys operates in, (xv) actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs, (xvi) consolidation among Synopsys' customers and its dependence on a relatively small number of large customers, (xvii) legislative, regulatory and economic developments affecting Synopsys' business and (xviii) the evolving legal, regulatory and tax regimes under which Synopsys operates.

Additional information on potential risks, uncertainties and other factors that could affect Synopsys' results is included in filings we make with the SEC from time to time, including in the sections entitled "Risk Factors" in Synopsys' latest Annual Report on Form 10-K and in its latest Quarterly Report on Form 10-Q. The information provided herein is as of September 19, 2024. Synopsys undertakes no duty to, and does not intend to, update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

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SOURCE Synopsys, Inc.