Ansys to Acquire Zemax Pursuant to Definitive Acquisition Agreement

Acquisition will empower users to model the behavior of light through complex optical lens systems, enabling photonics through illumination workflows

Key Highlights

• Ansys to acquire Zemax, LLC, a leader in high-performance optical imaging system simulation
• Acquisition will expand the Ansys portfolio to provide comprehensive, end-to-end solutions for simulating sophisticated optical- and photonics-enabled products
• Deal expected to close in Q4 2021, subject to satisfaction of closing conditions

PITTSBURGH, August 30, 2021 – Ansys (NASDAQ: ANSS), the global leader and innovator of engineering simulation software, announced today that it has entered into a definitive agreement to acquire Zemax, LLC, a leader in high-performance optical imaging system simulation. Once closed, the acquisition will expand the scope of Ansys' solution offering, giving users comprehensive, end-to-end solutions for simulating next-generation optical and photonics products. Those innovations range in scope from photonics-enabled circuits to precision vision systems to system-level illumination and could drive breakthroughs in healthcare, autonomy, consumer electronics and the industrial internet of things.

Modern products rely upon embedded optical systems for successful performance. Accurately imaging the physical world and predicting the performance of these imaging systems is critical in products as diverse as robotic surgery-assist systems, autonomous vehicles, machine vision cameras and aerospace and defense applications. These products depend on precision optical raytracing and reliable lens design, yet imaging system creation is an intricate task complicated by strict requirements for precision, tolerancing and manufacturability. Zemax provides users with unsurpassed precision and breadth in imaging simulation and optimization technologies.

Zemax OpticStudio model of a wide-angle field-of-view camera used in applications such as autonomous vehicle sensors and aerial drones

With the addition of Zemax technologies, Ansys will offer customers a comprehensive solution for simulating the behavior of light in complex, innovative products – ranging from the microscale with the Ansys Lumerical™ photonics products, to the imaging of the physical world with Zemax, to human vision perception with Ansys Speos™. That comprehensive solution will enable users to create optimal designs more quickly by streamlining the workflow and communication among photonics, optical, mechanical and manufacturing engineers.

Based in Kirkland, Washington, Zemax has a 30-year track record of global success across industries. The company employs over 100 people around the world.

"Simulating the behavior of light – from creation to illumination – is becoming critical for the development of next-generation products," said Shane Emswiler, senior vice president, Ansys. "With the addition of the best-in-class technology from Zemax, Ansys' customers will benefit from a complete, end-to-end solution for simulating light."

"Zemax has been a leader in optical simulation since our founding 30 years ago," said S. Subbiah, CEO of Zemax. "Our mission is enabling customers to design sophisticated optical products and bring them to market faster. By joining forces with Ansys, we will quickly deliver Zemax's gold-standard imaging products to a wider audience and have an even greater impact on optical product development. It is a winning combination for our customers and for Ansys users across the globe."

Ansys entered into the definitive agreement to acquire Zemax with EQT Private Equity, the company's current owner. The transaction is expected to close in the fourth quarter of 2021, subject to receipt of regulatory clearance and the satisfaction of other customary closing conditions. The transaction is not expected to have a material impact on the 2021 financial results.

About Ansys

If you've ever seen a rocket launch, flown on an airplane, driven a car, used a computer, touched a mobile device, crossed a bridge or put on wearable technology, chances are you've used a product where Ansys software played a critical role in its creation. Ansys is the global leader in engineering simulation. Through our strategy of Pervasive Engineering Simulation, we help the world's most innovative companies deliver radically better products to their customers. By offering the best and broadest portfolio of engineering simulation software, we help them solve the most complex design challenges and create products limited only by imagination. Founded in 1970, Ansys is headquartered south of Pittsburgh, Pennsylvania, U.S.A. Visit www.ansys.com for more information.

Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the proposed acquisition, including statements regarding the benefits of the acquisition, the anticipated timing of the acquisition and the products and markets of each company. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the acquisition may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the acquisition, including the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement, (iv) risks that the proposed transaction disrupts current plans and operations of Zemax and potential difficulties in Zemax employee retention as a result of the transaction, (v) risks related to diverting management's attention from Zemax's ongoing business operations, (vi) the ability of Ansys to successfully integrate Zemax's operations, product lines, and technology, (vii) the ability of Ansys to implement its plans, forecasts, and other expectations with respect to Zemax's business after the completion of the proposed acquisition and realize additional opportunities for growth and innovation, (viii) the short- and longer-term effects of the COVID-19 pandemic; and (ix) adverse changes in the economic and political conditions in the regions in which Ansys and Zemax operate. In addition, please refer to the documents that Ansys files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ansys assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

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