ANSYS to Acquire Fluent

By DE Editors

ANSYS (Canonsburg, PA) today announced it has signed a definitive agreement to acquire Fluent, Inc. (Lebanon, NH).

Under the terms of the merger agreement, ANSYS will issue 6,000,000shares of its common stock and pay approximately $300 million in netcash to acquire Fluent, subject to certain adjustments at closing. Thetransaction is valued at approximately $565 million based on the $44.11per share closing price of ANSYS common stock on February 15, 2006.ANSYS will use a combination of existing cash and approximately $200million from committed bank financing to fund the transaction.

Fluent Inc. is a well-known supplier of CAE simulation softwaretechnologies and services. Fluent is especially well-regarded for itsCFD (computational fluid dynamics) principles and techniques forsimulating fluid flow, heat and mass transfer, and related phenomenainvolving turbulent, reacting, and multiphase flow. CFD simulationtechnology is used in almost every industry sector and manufacturedproduct, with an annual growth rate of 18% through 2009 according tomarketing research firm Daratech, Inc.

The acquisition of Fluent should enhance the breadth, functionality,usability, and interoperability of the ANSYS portfolio of simulationsolutions. The combination of Fluent’s and ANSYS’ software products andservices is expected to give ANSYS one of the most complete,engineering simulation software offerings in the industry. With over 40direct sales offices and 17 development centers, on three continents,the combined company will employ approximately 1,350 people.

“The simulation technologies that Fluent adds complement and broadenthe existing ANSYS portfolio of simulation solutions, enabling thecombined company to deliver the integration, functionality andinteroperability required by customers across a broad range ofindustries and applications,” said James Cashman, President and CEO ofANSYS, in the press announcement.

“This merger brings together two great companies with a shared visionand strong engineering focus,” Dr. Bharatan Patel, CEO and founderof Fluent, was quoted as saying in the press materials. “The combination of our RandD teams and complimentarytechnological strengths will enhance our ability to deliver innovativeworld-class simulation software technologies to customers.”

Both companies’ boards of directors and the stockholders of Fluent haveapproved the transaction. Subject to customary closing conditions andthe expiration or termination of the waiting periods, the transactionis anticipated to close in the second quarter of 2006.

Fluent is a subsidiary of Aavid Thermal Technologies, Inc. (Concord,NH), which is also a provider of thermal management solutions forelectronics. Prior to the closing of the acquisition, the thermalmanagement solutions business will be spun-off to the stockholders ofAavid Thermal Technologies, Inc., and ANSYS will acquire Fluent and theremaining holding companies.

Sources: Press materials received from the company via BusinessWire.