Deal Overview - The European Commission has approved Synopsys' acquisition of Ansys, but requires the companies to divest certain software products as part of the remedies [1] - The $35 billion transaction is the largest in the technology sector since Broadcom's $69 billion acquisition of VMware [2] Regulatory Concerns - Regulators are concerned the merger would create a dominant chip design and simulation giant that could stifle competition [3] - The EC has mandated the companies sell overlapping business parts to an approved purchaser [3] Divestment Details - Synopsys will sell its Optical Solutions Group to Keysight, as well as optics and photonics software including Code V, LightTools, LucidShape, RSoft and ImSym [4] - Ansys will divest PowerArtist, a software for analyzing and optimizing electronic circuit power consumption [4] Regulatory Progress - The UK Competition and Markets Authority launched an antitrust investigation in August and has indicated willingness to accept a similar divestment offer [5]

知识自动化 . 洞察全球产业，讲好制造故事 以下文章来源于知识自动化 ，作者林雪萍 易赋 软件收购。 作者 | 林雪萍 易赋 来源 | 知识自动化 （ID：zhishipai） 2016年微软收购领英软件达到了262亿美元，已经是天价市场。而现在，工业软件的交 易，跟全球最热门的社交软件已经达到同一水平。这也意味着，工业知识从来未曾得到 如此高的估值。工业软件，进入活火山一般的活跃交易期，而且往往都是以大型交易为 主力战场。 不对称勇士的新去处 在2024年欧特克Autodesk收购了Datum360，几乎是一次悄无声息的收购。可能后者 只有400万美元的销售体量，不足以引起人们的重视。然而，Datum360这种20人左 右，年收入3000万人民币其实已经是工业软件缝隙里最常见的"局部的王者"。它们最 擅长的是以不对称的战法，以最小的战略资源来获得适者生存的权力。 这类软件企业，可以跟海洋里最明显的比例不对称勇士——招潮蟹相比。绝大多数生命 的身体结构，都表现出某种形式的对称性。然而招潮蟹雄蟹的一只钳子，要比另外一只 大很多。而这只"突出的鳌钳"，跟身体比例相比也过于强大。这为它带来了丰沛的战斗 力。 这些招 ...

Acquisition and Regulatory Update - The UK Competition and Markets Authority (CMA) has provisionally accepted Synopsys' proposed remedies in Phase 1 regarding its acquisition of Ansys, avoiding a referral to Phase 2 [1] - Synopsys expects the transaction to close in the first half of 2025 [1] - Customers have expressed overwhelming support for the transaction, which aims to address the increasing need for integrated EDA and Simulation & Analysis (S&A) software solutions [1] Company Overview - Synopsys provides comprehensive silicon-to-systems design solutions, including electronic design automation (EDA), silicon IP, and system verification and validation [2] - The company partners with semiconductor and systems customers across various industries to enhance R&D capabilities and productivity [2] Forward-Looking Statements - The press release contains forward-looking statements regarding the proposed transaction, including anticipated timing and regulatory approvals [3] - These statements are subject to risks and uncertainties, including potential delays in closing the transaction and unforeseen liabilities [4][5] - The combined company may face challenges in integrating operations, managing debt, and realizing expected benefits from the transaction [5]

Transaction Details - ANSYS and Synopsys have agreed to sell Ansys' PowerArtist business to Keysight Technologies, contingent upon regulatory approvals and the completion of Synopsys' acquisition of Ansys, expected in the first half of 2025 [1] - PowerArtist, a register-transfer-level (RTL) design-for-power platform, is used by semiconductor companies for early-stage power analysis, and Keysight aims to strengthen its high-performance system design portfolio through this acquisition [2] - The sale is not financially significant to Ansys, and terms remain undisclosed, with Ansys continuing to offer PowerArtist until the deal closes to ensure uninterrupted customer support [2] ANSS-SNPS Deal Recap - Ansys is a leader in the high-end design simulation software market, enabling virtual prototyping to reduce costs for major manufacturing companies, with its comprehensive product portfolio and cross-domain capabilities expected to drive customer growth [3] - Synopsys announced the acquisition of Ansys in January 2024 for $35 billion, aiming to create a giant in the electronic design automation (EDA) software space, combining Synopsys' semiconductor EDA with Ansys' simulation tools to address the growing need for improved computing performance and efficiency [4] - Approximately 98.7% of Ansys shareholders voted in favor of the acquisition, representing 83.8% of the total outstanding shares, and the company received unconditional clearance from the Israeli Competition Authority in October 2024 [5] - Ansys has suspended quarterly earnings conference calls and no longer provides a financial outlook, expecting 2024 annual contract value (ACV) to grow in double-digits [5] Stock Performance - Ansys currently carries a Zacks Rank 3 (Hold), with its shares jumping 5.6% in the past three months compared to the industry's growth of 3.5% [6] Alternative Stock Consideration - BlackBerry Limited (BB) is a better-ranked stock in the broader technology space, carrying a Zacks Rank 1 (Strong Buy), and provides intelligent security software and services using machine learning and AI for cybersecurity, safety, and data privacy [9][10] - BlackBerry has consistently beaten the Zacks Consensus Estimate in the trailing four quarters, with an average earnings surprise of 131.25%, and delivered a 200% earnings surprise in the last reported quarter, with its shares surging 74.4% in the past three months [11]

Earnings Performance - Synopsys reported Q4 non-GAAP earnings of $3.40 per share, beating the Zacks Consensus Estimate of $3.29 and the guided range of $3.27-$3.32, with a 13% year-over-year increase [2] - Q4 revenues grew 12% year-over-year to $1.64 billion, slightly surpassing the Zacks Consensus Estimate of $1.63 billion [3] - Fiscal year 2024 revenues were $6.127 billion, a 15% increase from $5.32 billion in fiscal year 2023 [8] - Non-GAAP net income for fiscal year 2024 was $2.058 billion, or $13.20 per share, compared to $1.636 billion, or $10.54 per share, in fiscal year 2023 [8] Revenue Breakdown - Time-Based Product revenues (51% of total revenues) increased 6.9% year-over-year to $834.4 million [4] - Upfront Product revenues (31.8% of total revenues) grew 18% year-over-year to $520.9 million [4] - Maintenance and Service revenues (17.2% of total revenues) rose 14.5% year-over-year to $280.7 million [4] - Electronic Design Automation (EDA) revenues (65.6% of total revenues) increased 15.2% year-over-year to $1.07 billion [5] - Design IP revenues (31.7% of total revenues) were $517.8 million, slightly up from $513.7 million in the year-ago quarter [5] - Other revenues (2.7% of total revenues) surged 102.7% year-over-year to $45.2 million [5] Geographic Revenue Distribution - North America accounted for 45% of total revenues, generating $738.5 million [6] - Europe contributed 11% of total revenues, amounting to $185.2 million [6] - Korea, China, and Other regions accounted for 12%, 16%, and 15% of total revenues, generating $203.5 million, $259.9 million, and $248.9 million, respectively [6] Operating Margins - The non-GAAP operating margin for Q4 was 36.9%, contracting 40 basis points year-over-year [6] - EDA's adjusted operating margin improved by 440 basis points to 37% [7] - Design IP segment's margin decreased from 46% to 36.7% year-over-year [7] - The non-GAAP operating margin for fiscal year 2024 was 38.5%, expanding 220 basis points compared to the previous year [8] Balance Sheet & Cash Flow - Cash and short-term investments were $4.05 billion as of Oct 31, 2024, compared to $1.99 billion as of July 31, 2024 [9] - Total long-term debt was $16 million at the end of the reported quarter, slightly higher than the $15.6 million reported in the previous quarter [9] - Cash flow from operating activities for Q4 was $563 million, compared to $326 million in the year-ago quarter [10] - Cash flow from operating activities for fiscal year 2024 was $1.41 billion, lower than the previous year's $1.70 billion [10] Guidance - For fiscal 2025, Synopsys expects revenues between $6.745 billion and $6.805 billion, with non-GAAP earnings in the range of $14.88-$14.96 per share [11] - Non-GAAP expenses for fiscal 2025 are expected to be between $4.045 billion and $4.085 billion [11] - For Q1 fiscal 2025, Synopsys anticipates revenues between $1.435 billion and $1.465 billion, with non-GAAP EPS between $2.77 and $2.82 [11] - Non-GAAP expenses for Q1 fiscal 2025 are expected to be between $945 million and $955 million [11] Analyst Sentiment - Analysts did not issue any earnings estimate revisions in the last two months, leading to a consensus estimate shift of -30.26% [12] Stock Performance - Synopsys shares lost about 6.3% in the past month, underperforming the S&P 500 [1] - The stock has a subpar Growth Score of D, a Momentum Score of F, and a Value Score of F, resulting in an aggregate VGM Score of F [13] - Synopsys has a Zacks Rank 3 (Hold), with an expected in-line return in the next few months [14]

Stock Performance - Synopsys shares lost 8.69% in the past month, underperforming the Computer and Technology sector, which gained 5.93%, and the S&P 500, which gained 1.05% [1] - In the latest market close, Synopsys reached $495.82, with a -0.87% movement compared to the previous day, lagging the S&P 500's daily loss of 0.04% [8] Valuation Metrics - Synopsys has a Forward P/E ratio of 33.55, which is a premium compared to the industry average of 31.98 [2] - The company currently holds a PEG ratio of 2.34, matching the average PEG ratio of the Computer - Software industry [10] Earnings and Revenue Projections - For the upcoming release, Synopsys' EPS is projected to be $3.44, reflecting a 3.37% decrease from the same quarter last year [5] - Revenue is anticipated to be $1.45 billion, indicating an 11.9% decrease from the same quarter last year [5] - For the full year, the Zacks Consensus Estimates project earnings of $14.91 per share and revenue of $6.77 billion, representing changes of +12.95% and +8.04%, respectively, from the prior year [9] Analyst Revisions and Industry Ranking - Recent revisions to analyst forecasts for Synopsys should be monitored, as positive alterations signify optimism regarding the company's business and profitability [3] - The Computer - Software industry has a Zacks Industry Rank of 59, placing it in the top 24% of all industries [4] - The Zacks Rank system shows that stocks ranked 1 have delivered an average annual return of +25% since 1988, while Synopsys currently holds a Zacks Rank of 3 (Hold) [6][12] Industry Performance - The Computer - Software industry is part of the Computer and Technology sector, which has shown strong performance recently [4] - The Zacks Industry Rank research indicates that the top 50% rated industries outperform the bottom half by a factor of 2 to 1 [12]

Regulatory Review and Transaction Progress - The UK Competition and Markets Authority (CMA) has completed its Phase 1 review of Synopsys' proposed acquisition of Ansys, which is an expected step in the regulatory process [2] - Synopsys has already taken steps to address concerns raised by the CMA, including announcing plans to sell its Optical Solutions business to Keysight, contingent on the closing of the Ansys acquisition [2] - The company remains confident in a positive resolution of the regulatory review process and expects the transaction to close in the first half of 2025 [4] Customer and Industry Impact - Customers have expressed overwhelming support for the transaction, as the combined capabilities of Synopsys and Ansys are expected to drive innovation across industries by addressing the growing need for integrated system design solutions [4] - The transaction aims to deepen the integration of Electronic Design Automation (EDA) and Simulation and Analysis (S&A) software, which is increasingly demanded by customers [4] Company Overview and Strategic Focus - Synopsys delivers comprehensive silicon-to-systems design solutions, including EDA, silicon IP, and system verification and validation, partnering with semiconductor and systems customers across various industries to enhance R&D capabilities and productivity [5] - The company is focused on catalyzing the era of pervasive intelligence, enabling innovation in semiconductor and electronics industries, including artificial intelligence [5] Transaction Risks and Uncertainties - The proposed transaction faces uncertainties, including regulatory approvals, financing access, potential disruptions to business operations, and challenges in integrating Ansys' operations and product lines [3][7] - Macroeconomic and geopolitical uncertainties, as well as the competitive nature of the semiconductor and electronics industries, could impact the transaction's success [3][7]

EDA and Semiconductor Solutions - Synopsys is a global leader in EDA software, providing solutions for designing and testing integrated circuits (ICs) and pioneering AI-driven chip design across the full-stack EDA suite[16] - The company offers a comprehensive portfolio of semiconductor IP solutions, including logic libraries, embedded memories, analog IP, and security IP, to reduce integration risk and speed time to market[17] - Synopsys launched a cloud-based EDA offering in fiscal 2022, providing customers with additional options for accessing EDA products in their own cloud environments and partnering with Microsoft Azure for the industry's first EDA Software-as-a-Service solution[29] - The company's AI-driven EDA solutions, part of the Synopsys.ai suite, include DSO.ai, VSO.ai, TSO.ai, and ASO.ai, aimed at optimizing design, verification, test, and analog workflows[40] - Synopsys supports advanced technology nodes, including 12nm, 10nm, 8/7nm, 6nm, 5/4nm, 3nm, and 2nm, with collaborations on next-generation process technologies[32] - The company's Design IP segment includes high-quality solutions for interfaces like UCIe, USB, PCI Express, and DDR, as well as processor solutions and security IP[45] - Synopsys' Verification Family includes VC SpyGlass, VCS, and Verdi, providing static and formal verification, simulation, and emulation to accelerate chip verification[36] - The company's manufacturing solutions feature Synopsys TCAD, Proteus Mask Synthesis, and Yield Explorer, leveraging AI/ML and large data sets for smart manufacturing[39] - Synopsys' IP Accelerated initiative offers architecture design expertise, IP hardening, and signal/power integrity analysis to accelerate the product development cycle[45] - Synopsys offers a broad portfolio of IP optimized for mobile, automotive, digital home, IoT, and AI/data center markets, enabling rapid SoC development[46] Revenue and Financial Performance - The company's revenue from one customer and its subsidiaries accounted for 12.6%, 13.5%, and 12.8% of total revenue in fiscal 2024, 2023, and 2022, respectively[60] - The company's revenue is categorized into three groups: EDA (digital and custom IC design software), Design IP (interface and embedded processor IP), and Other (university programs, optical products, etc.)[58] - The company's financial results are subject to fluctuations due to changes in demand, product competition, and the timing of revenue recognition[124][127] - Potential negative impact on net income and earnings per share due to acquisition or investment-related costs[131] - Substantial reductions in cash resources and potential incurrence of debt at higher than anticipated interest rates[132] - The Ansys Merger is expected to increase the company's debt and liquidity needs, with 24% of cash held internationally as of October 31, 2024[173] - Post-Ansys Merger, the company's significant debt could limit financial flexibility and increase vulnerability to economic changes[191] - The company's ability to service debt post-Ansys Merger depends on financial performance and market conditions, with potential risks of asset sales, debt restructuring, or equity capital raising if cash flow is insufficient[192] - A decrease in credit ratings could negatively impact the company's access to debt capital markets and increase borrowing costs[193] - Changes in tax laws or interpretations could materially impact the company's effective tax rate and financial position, with deferred tax assets dependent on future taxable income[199] Workforce and Employee Engagement - Synopsys had approximately 20,000 employees as of fiscal 2024 year-end, with 20% in the U.S. and 80% globally, and 87% of employees are engineers[75] - The voluntary turnover rate was 6.4% in fiscal 2024, attributed to factors such as growth opportunities, competitive compensation, and strong leadership[76] - The company's employee engagement score was 80 in October 2024, with 91% participation in the SHAPE survey[84] - The company introduced new management training courses in fiscal 2024, focusing on helping managers lead through change and develop coaching and leadership skills[88] - Difficulty in recruiting and retaining senior management and key employees globally[150][152] Risks and Challenges - The company faces risks from macroeconomic uncertainties, including global inflationary pressures, supply chain disruptions, and geopolitical tensions, which could impact customer spending and revenue recognition[97] - The company is exposed to risks from increased competition in the EDA industry, which could lead to declining revenue growth rates and operating margins[101] - The company's business model is vulnerable to fluctuations in demand for devices like personal computers, smartphones, and automobiles, which could reduce demand for its design solutions[98] - The company is subject to risks related to the Ansys Merger, including potential failure to realize expected benefits, increased competition, and financial constraints due to significant debt[92] - The company's reliance on third-party IP and foundry processes is critical, and failure to optimize its EDA and IP solutions for these processes could harm its business[102] - The company faces cybersecurity threats and potential breaches that could compromise sensitive information and harm its reputation[91] - The company's global operations expose it to compliance risks and regulatory challenges, which could impact its ability to compete internationally[90] - The company's liquidity requirements in the U.S. may necessitate raising cash in uncertain capital markets, potentially affecting its financial condition[91] - The company faces intense competition in the Design Automation and Design IP segments, with competitors like Cadence Design Systems and Siemens EDA, as well as customers developing internal tools[104] - China's national policies and government-backed investment funds are fostering domestic EDA capabilities, increasing competition in the semiconductor industry[105] - The company is developing cloud computing and AI solutions, but there is no guarantee of success in these new technology initiatives[107] - Export and import regulations, including U.S. Export Administration Regulations, could restrict the company's ability to sell products internationally and subject it to penalties[110][111][112] - The company derives roughly half of its revenue from international sales, exposing it to risks such as economic slowdowns, political instability, and currency fluctuations[118][123] - Consolidation among customers in the semiconductor industry could lead to reduced demand for the company's products and services[115][116] - Cybersecurity threats and breaches could compromise sensitive information and harm the company's reputation[136][138] - Increasing reliance on third-party software solutions and cloud-based services, which increase potential threat vectors[139] - Challenges in protecting proprietary technology and potential legal costs related to intellectual property litigation[142][145] - Risks associated with AI initiatives, including failure to meet customer demands or competitive pressures[147][148] - Potential adverse effects from evolving laws and regulations affecting AI-related products[149] - Significant investments in research and development may not result in successful new products or revenue growth[160] - Product errors or defects could harm the company's reputation and lead to market share loss, especially in new or integrated software products[161] - Hardware product sales growth introduces risks such as dependence on a sole supplier, variable revenue, and potential margin reductions[165] - The company faces potential intellectual property infringement claims, which could result in costly litigation and product redesigns[167] - The company relies on third-party software licenses, and failure to renew or obtain new licenses could disrupt business operations[169] - If the Ansys Merger is not completed, the company could face risks including a $1.5 billion termination fee and negative publicity[176] - The Ansys Merger may result in increased competition and integration challenges, potentially impacting revenue and margins[185] - Post-Ansys Merger debt agreements may restrict the company's ability to engage in mergers, acquisitions, and incurring debt at subsidiaries, with financial covenants requiring maintenance of certain ratios[197] - The company is subject to evolving ESG reporting standards, which may be costly and difficult to implement, with potential risks to business and financial performance if goals are not met[203] - Legal claims or regulatory matters could harm the company's business, with potential for unfavorable rulings leading to monetary damages or injunctions[204] - Catastrophic events, climate change, or pandemics could disrupt the company's global operations, particularly affecting data centers and critical business systems located in California[206] Intellectual Property and Innovation - Synopsys holds a diversified portfolio of over 3,400 U.S. and foreign patents, with expiration dates through 2044[68] - The company's growth strategy includes acquisitions, such as the anticipated Ansys Merger in 2025, but there is no guarantee of finding suitable targets or completing transactions[130] - Difficulties in integrating acquired products and retaining key employees[131][132] - The Ansys Merger is anticipated to be completed in the first half of 2025, subject to governmental approvals and closing conditions[175] ESG and Sustainability - The company's ESG strategy focuses on energy savings in semiconductor design and manufacturing, reducing energy use, water use, and waste[71] - The company maintains a cybersecurity program to protect against, detect, and respond to cybersecurity incidents, with no material incidents reported since 2015[214] Customer Support and Services - The company provides post-contract customer support through the SolvNet Plus portal, offering technical documentation, design tips, and access to a design knowledge database[48] - The company's hardware products, including emulation and prototyping systems, are sold or leased to customers, with supply chain risks outlined in the Annual Report[64] Global Operations and Market Exposure - The company has 116 offices worldwide, with headquarters located in Sunnyvale, California[18] - The company competes on technology, product quality, features, license terms, customer support, interoperability, and pricing[108] - The company derives roughly half of its revenue from international sales, exposing it to risks such as economic slowdowns, political instability, and currency fluctuations[118][123]

Core Insights - Synopsys and SiMa.ai have announced a strategic collaboration to accelerate the development of silicon and software for AI-enabled features in next-generation automobiles [1][4] - The partnership aims to address the increasing complexity and cost of delivering advanced in-car experiences through optimized hardware/software co-design solutions [2][4] Group 1: Collaboration Details - The new solution will integrate Synopsys' EDA tools, automotive-grade IP, and hardware-assisted verification with SiMa.ai's machine learning accelerator IP and software stack [1][3] - The collaboration will enable early architecture exploration, shift-left software development, and cost-effective in-vehicle experiences [3][4] Group 2: Market Context - Advanced Driver Assistance Systems (ADAS) and In-vehicle Infotainment (IVI) are becoming critical differentiators for automakers, necessitating AI capabilities at the edge for real-time applications [2] - Current software-defined vehicle architectures are inadequate for the diverse applications and performance requirements of modern automotive technology [2] Group 3: Company Profiles - Synopsys is a leading provider of silicon to systems design solutions, partnering with over 50 OEMs and Tier 1 suppliers in the automotive sector [3][5] - SiMa.ai specializes in high-performance, power-efficient machine learning system-on-chip solutions, emphasizing flexibility and optimization for various applications [3][6]

Core Message - Synopsys introduces the industry's first Ultra Ethernet and UALink IP solutions to address the growing demand for high-bandwidth, low-latency interconnects in AI and HPC infrastructure [1][2] - These solutions aim to scale AI accelerator clusters, supporting up to one million endpoints and 1,024 accelerators, respectively [1][2][4] Ultra Ethernet IP Solution - Offers up to 1.6 Tbps bandwidth with ultra-low latency, enabling real-time AI workload processing [1][2] - Supports scaling out backend networks to one million endpoints with a low-risk path for designers [2] - Includes a silicon-proven 224G Ethernet PHY IP with broad interoperability demonstrated at major tradeshows [2] - Provides seamless integration for switches, AI accelerators, and smart NICs [2] - Accelerates verification and validation to ensure protocol adherence to rapidly evolving standards [2] UALink IP Solution - Enables scaling up computing fabrics to support up to 1,024 AI accelerators [1][4] - Delivers 200 Gbps per lane for efficient, high-speed data transfers optimized for AI workloads [4] - Mitigates AI hardware bottlenecks with latency-optimized controller IP and shared memory access [4] - Combines verification IP with hardware-assisted solutions for quick and reliable AI hardware validation [4] Industry Collaboration - Synopsys collaborates with industry leaders including AMD, Astera Labs, Juniper Networks, Tenstorrent, and XConn to scale the HPC and AI accelerator ecosystem [1][5] - Juniper leverages Synopsys Ethernet IP in its 800GbE-capable PTX10002-36QDD Packet Transport Router, aiming to transition to 1.6TbE [3] - AMD highlights the importance of Synopsys' IP alongside its high-performance processors for creating a robust AI ecosystem [5] - Astera Labs emphasizes the role of UALink in supporting the rapid growth and complexity of AI and HPC workloads [5] - Tenstorrent plans to use Synopsys' UALink and Ultra Ethernet IP to enable large AI accelerator clusters [5] - XConn's UALink switches combined with Synopsys' IP aim to address hyperscalers' connectivity challenges [5] Availability - Synopsys Ultra Ethernet IP solution, including MAC, PCS, PHY, and verification IP, is scheduled for release in the first half of 2025 [6] - Synopsys UALink IP solution, including controller, PHY, and verification IP, is scheduled for release in the second half of 2025 [6] Company Background - Synopsys delivers comprehensive silicon-to-systems design solutions, including EDA, silicon IP, and system verification and validation [7] - The company partners with semiconductor and systems customers across industries to maximize R&D capability and productivity [7]