ANSYS and Ansoft Corp. have signed a definitive agreement whereby ANSYS will acquire Ansoft for a purchase price of approximately $832 M in a mix of cash and ANSYS common stock. Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Ansoft stockholders will receive $16.25 in cash and 0.431882 shares of ANSYS common stock for each outstanding Ansoft share.

The new company will have the scale to meet customer needs in 2G, 2.5G, 3G, multimedia, connectivity and all future wireless technologies. It will be well positioned with all of the vital technologies for UMTS; for the emerging 3G Chinese standard; as well as other cellular, multimedia and connectivity capabilities, including WiFi, Bluetooth, GPS, FM Radio, USB and UWB. Thus, it will be able to effectively serve its global customers with complete wireless and mobile solutions across the spectrum of applications. The joint venture will also integrate the Silicon Laboratories’ wireless and GloNav’s GPS operations recently acquired by NXP.

ANSYS is a global innovator of simulation software and technologies designed to optimize product development processes. The acquisition of Ansoft is the company’s first foray into the broader EDA software industry and is expected to enhance the breadth, functionality, usability and interoperability of the combined ANSYS portfolio of engineering simulation solutions. The combination is expected to increase operational efficiency and lower design and engineering costs for customers, and accelerate development and delivery of new and innovative products to the marketplace.

In order to create a clear ownership structure, STMicroelectronics will take an 80 per cent stake in the joint venture. NXP will receive $1.55 B from ST, including a control premium, to be funded from outstanding cash (cash and cash equivalents balance for ST at year end 2007 were $3.5 B). The new organization is designed to be in a very healthy financial position, without debt, and able to grow its business with all of the leading cellular handset manufacturers.

The new company will be incorporated in the Netherlands and headquartered in Switzerland with approximately 9000 employees worldwide. It will operate its own assembly and test facilities in Calamba, Philippines and Muar, Malaysia.