ANSYS, Inc. Signs Definitive Agreement to Acquire Esterel Technologies S.A.

Acquisition Broadens Capabilities as Simulation Leader

PITTSBURGH and ELANCOURT, France, May 29, 2012  -- ANSYS, Inc. (NASDAQ: ANSS), a global innovator of simulation, and Esterel Technologies S.A. ("Esterel") a leading provider of embedded software simulation solutions for mission critical applications, announced today that they signed a definitive agreement whereby ANSYS will acquire Esterel Technologies for a cash purchase price of approximately euro 42 million (or approximately US$53 million), subject to certain working capital adjustments at close. The agreement also includes retention provisions for key members of management and employees. Headquartered in Elancourt, France, Esterel has about 80 employees and reported revenues of approximately euro 15 million for fiscal year 2011. The transaction, currently anticipated to close in the third calendar quarter of 2012, is subject to customary closing conditions and regulatory approvals.

The Esterel SCADE solution enables software and systems engineers to design, simulate and produce embedded software, the control code built into the electronics in aircraft, rail transportation, automotive, energy systems, medical devices and other industrial products that have central processing units. Modern products are increasingly complex systems of hardware, software and electronics. For example, today's complex aircraft, rail and automotive products often have tens of millions of lines of embedded software code, from flight controls and cockpit displays, to engine controls and driver assistance systems. Esterel is often chosen when the embedded software is critical for safety and compliance reasons. Esterel provides software and systems engineers a solution to accurately model and simulate the behavior of the embedded software code to gain insight earlier in the design process and trace it to its requirements. Esterel solutions also reduce engineering time and cost by automatically generating certified and dependable embedded software code from these high fidelity models. Esterel certified code generators are currently compliant with more than 10 certification standards including aerospace, defense, rail transportation, automotive, industrial systems and nuclear plants.

The acquisition of Esterel complements ANSYS® software solutions by extending the ANSYS Simulation Driven Product Development™ vision to encompass both hardware and software systems.  A combined solution will enable customers to gain greater insight into the behavior of the embedded software as it interacts with the hardware (sometimes called the physical plant) including electrical, mechanical and fluidic sub-systems. The complementary combination is expected to accelerate development and delivery of new and innovative products to the marketplace while lowering design and engineering costs for customers and enhancing product safety. The combination of these two industry leading companies reaffirms ANSYS' commitment to deliver cutting edge, customer-driven solutions.

"We are very excited about the model-based embedded code simulation and production solutions Esterel adds to ANSYS, as well as the quality of its 230 global top-tier customers," said Jim Cashman, president and CEO of ANSYS. "Today's products are getting smarter. They have more electronics and software and this requires a systems engineering approach to product development. The combination of these two great companies will uniquely enable customers to comprehensively simulate complete systems and predict with confidence that their products will thrive in the real world. Further, we believe that the combination will foster innovation by gaining engineering insight across disciplines that have historically been silos."

"Both companies have a strong commitment to their customers and employees while sharing a passion for innovation and cutting edge technology," said Eric Bantegnie, co-founder, CEO and president of Esterel. "The complementary nature of software and hardware simulation provides key technological strengths that enhance our ability to deliver comprehensive, high-fidelity, world-class system simulation technologies that customers demand.  We believe Esterel customers will leverage the integration of our embedded software development products into a complete model-based systems engineering solution. This unique combination will reduce costly reliance on physical testing and streamline system engineering processes, while also improving the speed and success of our customers' product development efforts. Together we will meet the stringent requirements of upcoming certification standards, such as ISO 26262 in Automotive or DO-178C in Aerospace."

Integration

The two companies are developing integration plans that leverage and build on the cultural similarities and the best practices from each organization. Due to the absence at this time of US GAAP estimates of the acquisition-related impact of purchase accounting adjustments, including the allocation of the purchase price among goodwill, in-process R&D, other intangibles, deferred revenue and equity-based compensation expenses, ANSYS is currently unable to provide GAAP estimates of future earnings. The company intends to provide updated GAAP and non-GAAP financial guidance after the closing of the transaction.

About ANSYS, Inc.

ANSYS brings clarity and insight to customers' most complex design challenges through fast, accurate and reliable engineering simulation. Our technology enables organizations -- no matter their industry -- to predict with confidence that their products will thrive in the real world. Customers trust our software to help ensure product integrity and drive business success through innovation. Founded in 1970, ANSYS employs more than 2,200 professionals, many of them expert in engineering fields such as finite element analysis, computational fluid dynamics, electronics and electromagnetics, and design optimization. Headquartered south of Pittsburgh, U.S.A., ANSYS has more than 65 strategic sales locations throughout the world with a network of channel partners in 40+ countries. Visit www.ansys.com for more information.

About Esterel Technologies S.A.

Esterel Technologies is the worldwide leader of model-based design, verification and code generation tools for critical system and software development. Esterel Technologies is a privately held company with European headquarters in Elancourt, France, U.S. headquarters in Boston, Massachusetts and direct sales offices in Germany, the United Kingdom, Russia and China. Esterel is supported by channel and service partners worldwide. For additional information, visit the Esterel Technologies website at www.esterel-technologies.com.