ANSYS to acquire Livermore Software Technology for $775M

acquisition will empower ANSYS customers to solve a new class of engineering challenges, including developing safer automobiles, aircraft, and trains while reducing or even eliminating the need for costly physical testing. The purchase price for the transaction is $775 million, of which 60% of the consideration will be paid in cash and 40% will be paid through the issuance of ANSYS common stock to the current owners of LSTC. In conjunction with the transaction, ANSYS anticipates obtaining new debt financing to fund all or a significant portion of the cash component of the purchase price.

The au­to­mo­tive in­dus­try has widely adopted Livermore, CA-based LSTC's gold-standard solution, LS-DY­NA—a highly scalable multiphysics solver—to ac­cu­rate­ly pre­dict a vehicle's be­hav­ior and the effects on occupants during a col­li­sion. To do this, LS-DYNA simulates the behavior of the vehicle structure and all components including tires, seats, seatbelts, airbags, accelerometers, sensors, and batteries in a fully coupled mathematical framework. LSTC counts the vast majority of tier one automotive suppliers among its customers. The combined company's strengths in simulation for structures, fluids, electromagnetics, optics, safety, and machine learning will deliver a powerful solution for autonomous and electric vehicles to global automotive manufacturers and their suppliers.

The ability of LS-DY­NA to scale to industry-leading levels on high-performance computers has propelled its usage outside of the automotive sector. LSTC's solutions are widely used in aero­space, civil engineering, defense, man­u­fac­tur­ing, and the biomedical industries. 

"LSTC has been a decades-long ANSYS partner, and we have tremendous respect for the deep ties that they have built with their customers for more than 30 years," said Ajei Gopal, ANSYS president and CEO. "Upon close, we expect our shared customer-centric approach, coupled with access to our combined portfolio of simulation solutions, will deliver enormous value to our mutual customers. Additionally, this acquisition will enable ANSYS to significantly advance our existing integration of LS-DYNA into the ANSYS Workbench environment, providing ANSYS customers seamless access to an even wider range of advanced simulation technology. Driven by the vision of its founder John Hallquist, LSTC has focused on customer success throughout its history. I am personally thrilled for the opportunity to work more closely with this industry legend."

"As an ANSYS partner for nearly 25 years, I am excited to formally join ANSYS and contribute to their place as the leader in engineering simulations," said John O. Hallquist, founder and CEO of LSTC. "ANSYS is the perfect home for LSTC's world-class team of scientists, mathematicians and engineers to continue advancing state-of-the-art, scalable and fully coupled, multiphysics computations. The ANSYS Workbench platform provides their customers with access to a uniquely broad portfolio of simulation technologies packaged into a user-friendly interface that is the envy of the industry. I expect that the combination of Workbench and LS-DYNA will expand our user base by at least an order of magnitude. Here at LSTC, nothing makes all of us happier than when our research enables more customers to imagine, design and implement ambitious projects that were previously impossible."

The transaction is expected to close in the fourth quarter of 2019, subject to the satisfaction of customary closing conditions and regulatory clearance. ANSYS management will provide further details regarding the transaction and its impact on the 2019 financial outlook after the closing. ANSYS expects that the transaction will add $60 million to $65 million of non-GAAP revenue to its 2020 results and will be neutral to modestly accretive to non-GAAP operating margins and diluted earnings per share. Non-GAAP projections exclude the effects of acquisition adjustments to deferred revenue, stock-based compensation, amortization of acquired intangible assets and transaction costs related to the acquisition.