EX-99.2 5 dex992.htm INVESTOR PACKAGE Investor Package
©
2008 ANSYS, Inc.  All rights reserved.
1
Ansoft Transaction Highlights
March 31, 2008
Exhibit 99.2


©
2008 ANSYS, Inc.  All rights reserved.
2
Safe Harbor Statement
Certain statements contained in the presentation regarding matters that are not historical facts, including
statements
regarding
the
parties’
ability
to
consummate
the
proposed
transaction
and
timing
thereof,
expectations that the proposed acquisition, if completed, would be modestly accretive to non-GAAP earnings per
share, statements regarding the impact of the pending acquisition, the projected growth in the CAE industry, the
combined company’s ability to deliver customer-driven engineering simulation solutions and the ability of the
combined
company
to
lead
the
evolution
and
innovation
of
engineering
simulation,
statements
regarding
the
impact
of
the
transaction
on
our
employees
and
operational
plans,
are
“forward-looking”
statements
(as
defined
in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or implied by such forward-looking
statements.
All
forward-looking
statements
in
this
presentation
are
subject
to
risks
and
uncertainties.
These
include the risk that the acquisition may not be consummated, 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 pricing of the senior credit facility will be less favorable than ANSYS had anticipated,
the risk that operating costs, customer loss and business disruption following the acquisition may be greater than
expected,
the
risk
of
a
general
economic
downturn
in
one
or
more
of
the
combined
company’s
primary
geographic
regions,
the
risk
that
the
assumptions
underlying
ANSYS’
anticipated
revenues
and
expenditures
will
change or prove inaccurate, the risk that ANSYS has overestimated its ability to maintain growth and profitability
and
control
costs,
uncertainties
regarding
the
demand
for
ANSYS’
products
and
services
in
future
periods,
the
risk that ANSYS has overestimated the strength of the demand among its customers for the combined
company’s products, risks of problems arising from customer contract cancellations, uncertainties regarding
customer acceptance of new products, the risk that the combined company’s operating results will be adversely
affected by possible delays in developing, completing or shipping new or enhanced products, risks that
enhancements to the combined company’s products may not produce anticipated sales, uncertainties regarding
fluctuations in quarterly results, including uncertainties regarding the timing of orders from significant customers,
disruptions from the transaction making it more difficult to maintain relationships with customers and employees,
and
other
factors
that
are
detailed
from
time
to
time
in
reports
filed
by
ANSYS,
Inc.
and
Ansoft
Corporation
with
the Securities and Exchange Commission, including the Annual Reports on Form 10-K and the quarterly reports
on Form 10-Q, current reports on Form 8-K and other documents ANSYS and Ansoft have filed. ANSYS and
Ansoft undertake no obligation to publicly update or revise any forward-looking statements, whether changes
occur
as
a
result
of
new
information
or
future
events,
after
the
date
they
were
made.


©
2008 ANSYS, Inc.  All rights reserved.
3
Where to Find Additional Information
In
connection
with
the
merger,
ANSYS
intends
to
file
with
the
SEC
a
registration
statement
on
Form
S-4,
which
will
include
a
prospectus/proxy
statement
of
ANSYS
and
Ansoft
and
other
relevant
materials
in
connection
with
the
proposed
transactions.
Investors
and
security
holders
of
ANSYS
and
Ansoft
are
urged
to
read
the
prospectus/proxy
statement
and
the
other
relevant
material
when
they
become
available
because
they
will
contain
important
information
about
ANSYS,
Ansoft
and
the
proposed
transaction.
The
prospectus/proxy
statement
and
other
relevant
materials
(when
they
become
available),
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
WHEN
THEY
BECOME
AVAILABLE
BEFORE
MAKING
ANY
VOTING
OR
INVESTMENT
DECISION
WITH
RESPECT
TO
THE
PROPOSED
TRANSACTIONS.
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.
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
merger.
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’s
2007
Annual
Meeting
of
Stockholders,
which
was
filed
with
the
SEC
on
April
9,
2007.
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
merger
by
reading
the
prospectus/proxy
statement
referred
to
above.


©
2008 ANSYS, Inc.  All rights reserved.
4
Transaction Summary
Transaction Details:
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Per Share Consideration:
$16.25 in cash and 0.431882 shares of ANSYS stock for
each Ansoft share
implied total value of $32.50 per Ansoft share
(1)
Total
Consideration:
Approximately
$832
million
(1)
$416 million in cash and 11.1 million shares of ANSYS
common stock
Senior Management:
James E. Cashman III, President and CEO
Maria T. Shields, CFO
Board of Directors:
9 directors; 1 from Ansoft
Headquarters:
Canonsburg, PA
Transaction Timing:
Expected to close in second quarter of 2008,
subject to customary closing conditions and
regulatory and Ansoft stockholder approval
(1)
Based
on
10-day
trailing
average
closing
price
of
ANSYS
common
stock
On March 31, 2008, ANSYS announced its planned acquisition of
Ansoft Corporation, a leading developer of high-performance
Electronic Design Automation (EDA) software in a cash and stock
transaction.  The addition of Ansoft’s
technology is complementary
and expands ANSYS’
simulation capabilities


©
2008 ANSYS, Inc.  All rights reserved.
5
Company Highlights
Engineering simulation
software widely used by
engineers and designers
across a broad spectrum of
industries globally
NASDAQ:  ANSS
$387 million
(1)
88%
1,400
Global Industrials
License / Maintenance /
Service
High-performance EDA
simulation
software widely used
by engineers and designers
across a broad spectrum of
industries globally
NASDAQ:  ANST
$98 million
(1)
12%
300
Computer, Communications,
Automotive, Semiconductor,
Consumer Electronics, Military
and Industrials
License / Maintenance
Business Description:
Exchange and Ticker Symbol:
Trailing 12 Months Revenue:
Pro Forma Ownership:
Employees:
Customer base:
Business Model:
(1) ANSYS
as
of
12/31/07
(non-GAAP
results);
Ansoft
as
of
01/31/08
(unaudited
results)


©
2008 ANSYS, Inc.  All rights reserved.
6
Financial Highlights
Revenue Growth
15%
23%
14%
15%
15%
(1) ANSYS fiscal year ending 12/31 (non-GAAP results); Ansoft fiscal year ending 4/30, trailing 12-month as of 1/31/08 (unaudited, non-GAAP results)
Revenue Growth
25%
19%
17%
78%
37%
Both companies consistently delivered double-digit revenue
growth while expanding operating margin
$135
$158
$282
$387
$114
40%
39%
43%
32%
37%
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
2003
2004
2005
2006
2007
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
$68
$77
$89
$98
$55
29%
34%
37%
10%
19%
$0
$20
$40
$60
$80
$100
$120
2004
2005
2006
2007
Trailing 12-
Month
0%
5%
10%
15%
20%
25%
30%
35%
40%


©
2008 ANSYS, Inc.  All rights reserved.
7
Overview of Ansoft
Founded in 1984
IPO in 1996
Headquartered in Pittsburgh, PA
300+ employees
Offices worldwide
US, France, Germany, Italy, Sweden, UK,
China, Japan, Korea, Singapore and Taiwan
Broad customer base with over 2,000
customers
communications, semiconductor,
automotive/industrial, computer, consumer
electronics and defense/aerospace
industries
Strong financial profile
Consistent, strong revenue growth and
profitable business model
trailing 12-month revenue growth of 15%
and
operating
margin
of
37%
(1)
High Performance Electronics Software
HFSS™
Nexxim®
SIwave™
Q3D Extractor®
Turbo Package Analyzer™
Electromechanical Software
Maxwell
3D®
and
2D
SIMPLORER®
RMxprt™
Ansoft is a leading developer of high-performance EDA software,
used by electrical engineers to design state-of-the-art technology products
Ansoft Designer®
AnsoftLinks™
Full-Wave Spice™
Optimetrics™
(1) As of 01/31/08 (unaudited results)


©
2008 ANSYS, Inc.  All rights reserved.
8
1.
Highly Complementary Combination
Brand
Strong brand name recognition of all product lines
Customers
Opportunity for add-on sales; Ansoft has > 2,000 customers
Products
Ansoft adds electromagnetic and circuit simulation that offers broader
technical capability and further extends ANSYS Multiphysics vision and strategy
2.
Expands Breadth in Simulation Technology
Adds
complementary
physics
that
address
convergence
of
ME
and
EE
product
design
and development
3.
Creates Comprehensive Portfolio of Simulation Products
Combines
strong
electromagnetics
and
circuit
simulation
capabilities
with
ANSYS
mechanical
and fluids simulation offerings
Strengthens long-term commitment to engineering simulation
Increases customer value by integrating capabilities into open architecture for
maximum customer flexibility and efficiency
4.
Combines Two Teams with Deep Industry Expertise & World-Class Engineering Talent
Continued focus on innovation –
target approximately 15% of combined revenue
spending on R&D
21 development centers on 3 continents
Technology developed over 25 years
Strategic
Rationale


©
2008 ANSYS, Inc.  All rights reserved.
9
5.
Strong Sales Channel Benefits
Direct sales presences are largely complementary
Opportunities for growth through ANSYS direct and indirect channels
Over 15,600 combined customers
6.
Complementary Cultures
Strong mutual commitment to customers, employees and partners
Innovative technology and execution
1,700 combined employees
7.
Complementary Financial Profiles
Combination of solid revenue growth profiles from both companies
Strong operating margins for both companies
Similar focus on profitability
8.
Financial Impact
$485 million in combined trailing 12-month non-GAAP revenues
Modestly accretive to non-GAAP earnings per share in its first full year of
combined operations
Strategic
Rationale


©
2008 ANSYS, Inc.  All rights reserved.
10
Broad and Integrated Solutions
Complete Systems
Multiphysics
Simulated Environments


©
2008 ANSYS, Inc.  All rights reserved.
11
55kw
MOTOR
GENERATOR
24
VOLT
DC-DC
CONVERTER
SYSTEM
CONTROLLER
CONVE
NTIONAL
DRIVER
CONTROLS
UNMODIFIED
FOUR
OCCUPANT
SEATI
NG
AND
PAYLOAD
AREA
55
KW
EXTERNAL
POWER
SOURCE
INDEPENDENT
55kw
WHEEL
MOTORS
&
CONTROLLERS
STOCK
POWER
DISK
BRAKES
INDEPENDENT
4-WHEEL
DRIVE
FIXED
RATIO
RIGHT
ANGLE
GEAR
REDUCTION
60-INCH
WATER-FORDING
CAPABILITY
UNITIZED
288
VOLT
LEAD
ACID
BATTERY
TRAY
WITH
INTEGRATED
MONITORING
AND
CONTROL
SYSTEM
300-MILE
RANGE
DIESEL
FUEL
CAPACITY
ELECTRONIC
INSTRUMENT
PANEL
(OP
TION)
AUXILIARY
POWER
DISTRIBUTION
SYSTEM
(OPTION)
POWER
DISTRIBUTION
Mechanical & Electronic Convergence


©
2008 ANSYS, Inc.  All rights reserved.
12
Broad Customer Presence
>13,600 Total Customers
>200,000 Commercial Seats
>200,000 University Seats
>200 Channel Partners
>150 Industry Partners
>2,000 Total Customers
>10,000 Commercial Seats
Representative Customers


©
2008 ANSYS, Inc.  All rights reserved.
13
Geographic Revenue Diversification –
Trailing Twelve Months
(1)
Europe
41%
GIA
23%
North
America
36%
Europe
17%
GIA
45%
North
America
38%
+
+
Europe
36%
GIA
27%
North
America
37%
(1)
ANSYS
as
of
12/31/07
(non-GAAP
results);
Ansoft
as
of
01/31/08
(unaudited
results)


©
2008 ANSYS, Inc.  All rights reserved.
14
Value for All Key Constituencies
Customers
Expanded “Best in Class”
capabilities
Focused long-term commitment to engineering simulation
Customer-driven open solutions to provide customers maximum
flexibility
Employees
Reinforces world-class engineering focus
Provides critical mass and increased stability
Provides career growth opportunities
Stockholders
After closing, expected to be modestly accretive to non-GAAP
earnings per share in its first full year of combined operations


©
2008 ANSYS, Inc.  All rights reserved.
15
Key Financial Metrics
Strong revenue growth
Trailing 12-month revenues of $387 million (ANSYS) and $98
million (Ansoft)
(1)
ANSYS
grew
at
+37%
and
Ansoft
grew
at
+15%
(2)
Strong revenue visibility
$148
million
in
combined
deferred
revenues
(3)
Strong cash flow generation from combined business
Supportable leverage
Strong combined gross and operating margins
(1)
ANSYS
as
of
12/31/07
(non-GAAP
results);
Ansoft
as
of
01/31/08
(unaudited
results)
(2)
Year-over-year
(3) ANSYS as of 12/31/07, Ansoft as of 1/31/08 (unaudited results)
growth;
ANSYS
as
of
12/31/07
(non-GAAP
results);
Ansoft
as
of
01/31/08
(unaudited
results)


©
2008 ANSYS, Inc.  All rights reserved.
16
Financial
Benefits
Revenue Opportunity Driven By
Installed base together with expanded product offering
allows for cross-selling and up-selling
Complementary verticals allow larger addressable user
base
Potential Ongoing Cost Savings Opportunities
Ability to optimize existing R&D activities for mutual
product development initiatives
Efficiencies in administrative and development activities
Efficiencies in sales and service activities
Reduction of redundant infrastructures and facilities


©
2008 ANSYS, Inc.  All rights reserved.
17
High-level integration plan in place
Shared vision for execution
Minimal anticipated disruption
No product rationalization
Data integration within ANSYS Workbench to support Multiphysics
Expanded ANSYS global sales and service infrastructure
Key Integration Focus
Minimize disruption to existing customers and business operations
Maintain employee motivation
Adopt best practices enterprise-wide
Enhance customer value proposition
Pursue revenue and cost synergies
High-Level Integration


©
2008 ANSYS, Inc.  All rights reserved.
18
The Combined ANSYS and Ansoft:
Extends the breadth, functionality, usability and interoperability of the
overall portfolio to create the most comprehensive, innovative industry
and product solutions
Increases operational efficiency and lowers design and engineering costs
for customers
Expands ANSYS vertical industry expertise
Extends ANSYS cross selling opportunities to Ansoft users
Expands ANSYS global sales channel to drive future growth
Provides ANSYS and Ansoft stockholders increased value through long-
term increased revenue growth and EPS accretion
Summary


©
2008 ANSYS, Inc.  All rights reserved.
19
Ansoft Transaction Highlights
March 31, 2008