Synopsys Enters Definitive Agreement to Sell its Software
Integrity Business to Clearlake Capital and FranciscoPartners
Highlights:
Transaction will establish the Software Integrity Group as a newly independent, leading application
security testing software provider.
The transaction, valued at up to $2.1 billion, is expected to close in the second half of 2024, subject tocustomary closing conditions including the receipt of required regulatory approvals.
Synopsys sharpens focus on accelerating its silicon to systems strategy and advancing its core design
automation and design IP businesses.
SUNNYVALE, Calif., May 6, 2024 /PRNewswire/ -- Synopsys, Inc. (NASDAQ: SNPS) today announced it hasentered into a definitive agreement with Clearlake Capital Group, L.P. ("Clearlake") and Francisco Partners, two
global private equity firms, for the sale of its Software Integrity Group business in a transaction with a total
value of up to $2.1 billion, including up to $475 million in cash payable upon Francisco Partners and Clearlake
achieving a specified rate of return in connection with one or more liquidity transactions. Upon completion ofthe transaction, the business will emerge as a newly independent application security testing software provider.
The existing Software Integrity Group management team is expected to lead the newly independent, privately
held company after the transaction closes. The name of the new standalone entity will be announced at a later
date. Synopsys is committed to a seamless transition for the Software Integrity Group team, customers, andpartners.
"Clearlake and Francisco Partners have a strong track record of success investing in growing software platforms
and are ideal partners to continue growing this business as an independent, world-class software security
provider," said Sassine Ghazi, president and CEO of Synopsys. "For Synopsys, this move sharpens our focus on
the unprecedented, high-growth opportunity we have in our core business – where the engineering of siliconand systems is converging as technology R&D teams look to capitalize on this AI-driven era of pervasive
intelligence.""We are excited to partner with Synopsys to complete the carve-out of its Software Integrity Group, a leading
provider of application security testing solutions," said Dipanjan "DJ" Deb, Co-Founder and CEO of FranciscoPartners. "Francisco Partners has a long history of working with leading technology companies to carve-out
divisions and business units that can benefit from greater focus and flexibility as standalone entities, andwhere our Francisco Partners Consulting operating team can bring resources and expertise to help accelerate
growth.""As security becomes more embedded in DevOps workflows, we believe the demand and importance ofapplication security testing providers will continue to rise," said Behdad Eghbali, Co-Founder and Managing
Partner of Clearlake. "We are ready to leverage Clearlake's O.P.S.® framework to foster operational
enhancements, build upon the Software Integrity Group's robust product offering, and fuel new growth as astandalone enterprise.""Advancements in generative artificial intelligence technology are likely to disrupt the software development
lifecycle over time, increasing the velocity of code generation and introducing new forms of software risk. The
Software Integrity Group's strong portfolio of application security testing products provides enterprisecustomers with tools that integrate security into developer's workflows. This ensures developers can createhigh quality, secure and compliant code that minimizes cybersecurity risks, including risks arising fromgenerative artificial intelligence, and directly addressing a growing need in the market," said Prashant
Mehrotra, Partner, and Sean Courtney, Principal, at Clearlake.
"Enterprise engineering and security teams face an increasingly dynamic and challenging threat environment
today, and ensuring the quality and security of their software applications has become a top strategic priority.
Synopsys' Software Integrity Group is a leader in application security testing solutions, providing acomprehensive platform for software engineers and security teams to secure and protect their mission-criticalsoftware applications," said Brian Decker and Evan Daar, Partners at Francisco Partners. "We look forward toworking with the leadership team at the Software Integrity Group to accelerate growth and innovation as astandalone company."
Synopsys' Software Integrity Group provides integrated software solutions that transform the way development
teams build and deliver software, accelerating innovation while addressing business risk. Its comprehensive,

industry-leading portfolio of software security products interoperates with third-party and open-source tools,
allowing organizations to leverage existing investments to build the security program that is best for them.
The transaction, which was unanimously approved by Synopsys' Board of Directors, is currently expected toclose in the second half of 2024, subject to customary closing conditions including the receipt of required
regulatory approvals.
Advisors
J.P. Morgan served as financial advisor and Cleary Gottlieb Steen & Hamilton served as legal advisor toSynopsys. Evercore, Deutsche Bank, and Barclays acted as financial advisors to Clearlake and FranciscoPartners. Sidley Austin acted as lead legal advisor to Clearlake and Francisco Partners. Simpson Thacher &Bartlett also advised Francisco Partners.
About Synopsys
Catalyzing the era of pervasive intelligence, Synopsys, Inc. (Nasdaq: SNPS) delivers trusted and comprehensive
silicon to systems design solutions, from electronic design automation to silicon IP and system verification andvalidation. We partner closely with semiconductor and systems customers across a wide range of industries tomaximize their R&D capability and productivity, powering innovation today that ignites the ingenuity oftomorrow. Learn more at www.synopsys.com.
About Clearlake
Founded in 2006, Clearlake is an investment firm operating integrated businesses across private equity, credit,and other related strategies. With a sector-focused approach, the firm seeks to partner with experienced
management teams by providing patient, long term capital to dynamic businesses that can benefit from
Clearlake's operational improvement approach, O.P.S.® The firm's core target sectors are technology,
industrials, and consumer. Clearlake currently has over $75 billion of assets under management, and its seniorinvestment principals have led or co-led over 400 investments. The firm is headquartered in Santa Monica, CAwith affiliates in Dallas, TX, London, UK, Dublin, Ireland, and Singapore. Learn more at www.clearlake.com.
About Francisco Partners
Francisco Partners is a leading global investment firm that specializes in partnering with technology andtechnology-enabled businesses. Since its launch nearly 25 years ago, Francisco Partners has invested in morethan 400 technology companies, making it one of the most active and longstanding investors in the technology
industry. With approximately $45 billion in capital raised to date, the firm invests in opportunities where its
deep sectoral knowledge and operational expertise can help companies realize their full potential. Learn moreat www.franciscopartners.com.
Synopsys Contacts:
Trey Campbell
Investor Relations
synopsys-ir@synopsys.com
Cara Walker
Media Relations
corp-pr@synopsys.com
PE Contacts:
CLEARLAKE
Jennifer Hurson Lambertjhurson@lambert.com
FRANCISCO PARTNERS
Whit Clay / Jake Cohen
Sloane & Company
wclay@sloanepr.com / jcohen@sloanepr.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities lawswith respect to the proposed transaction, including, but not limited to, statements regarding the proposedtransaction, the anticipated timing of the closing thereof and the post-closing transition of the Software IntegrityGroup, and its customers and partners; the market outlook, products and business of Synopsys and the newstandalone company following the transaction, and the benefits of and costs from the transaction to Synopsys
and the new standalone company; the total consideration (including the portion of the purchase price payable
upon Francisco Partners and Clearlake Capital achieving a specified rate of return in connection with one ormore liquidity transactions) and the potential financing for the transaction; Synopsys' and the new standalonecompany's expectations and objectives; strategies related to Synopsys' and the new standalone company'sproducts, technology and services; trends, opportunities, strategies and technological trends, such as artificialintelligence; and customer demand and market expansion of each of Synopsys and the new standalonecompany. These forward-looking statements generally are identified by the words "believe," "project,""expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will,""would," "will be," "will continue," "will likely result," and similar expressions or the negatives of these words orother comparable terminology to convey uncertainty of future events or outcomes. 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 risks, uncertainties and other factors could cause actual future events to differ materially from thoseexpressed or implied in forward-looking statements in this press release, including, but not limited to: (i) thecompletion of the proposed transaction on anticipated terms and timing, future capital expenditures, revenues,expenses, earnings, economic performance, indebtedness, financial condition, losses, pricing trends, future
prospects, credit ratings, business and management strategies that may adversely affect each of Synopsys'and the new standalone company's business, financial condition, operating results, (ii) the failure to satisfy theconditions to the consummation of the proposed transaction, including the receipt of certain governmental andregulatory approvals on the terms expected, in a timely manner, or at all, (iii) the risk that such regulatoryapprovals may result in the imposition of conditions that could adversely affect, following completion of theproposed transaction (if completed), Synopsys or the new standalone company or the expected benefits of theproposed transaction, (iv) uncertainties as to Clearlake and Francisco Partners' access to available financing toconsummate the proposed transaction upon acceptable terms and on a timely basis, or at all, (v) theoccurrence of any event, change or other circumstance that could give rise to the termination of the equity
purchase agreement, (vi) the effect of the announcement or pendency of the proposed transaction on
Synopsys' business relationships, competition, business, financial condition, and operating results, (vii) risks
that the proposed transaction disrupts current plans and operations of Synopsys and the ability of Synopsys toretain and hire key personnel, (viii) risks related to diverting the attention of Synopsys' management team fromthe ongoing business operations of Synopsys or Synopsys' pending acquisition of ANSYS, Inc., (ix) the outcomeof any legal proceedings that may be instituted against Synopsys related to the proposed transaction, (x) theability of Synopsys to implement its plans, forecasts, expected financial performance and other expectations
with respect to its business after the completion of the proposed transaction and realize the benefits expectedfrom the proposed transaction (if completed), (xi) risks associated with third party contracts containing consent
and/or other provisions that may be triggered by the proposed transaction, (xii) uncertainty in themacroeconomic and geopolitical environment and its potential impact on the semiconductor and electronicsindustries, (xiii) uncertainty in the growth of the semiconductor, electronics and artificial intelligence industries,(xiv) the highly competitive industry Synopsys operates in, (xv) actions by the U.S. or foreign governments,
such as the imposition of additional export restrictions or tariffs, (xvi) consolidation among Synopsys' customers
and its dependence on a relatively small number of large customers, (xvii) legislative, regulatory and economic
developments affecting Synopsys' business, (xviii) the evolving legal, regulatory and tax regimes under which
Synopsys operates, and (xix) restrictions during the pendency of the proposed transaction that may impact
Synopsys' ability to pursue certain business opportunities or strategic transactions.
Additional information on potential risks, uncertainties and other factors that could affect Synopsys' results isincluded in filings we make with the SEC from time to time, including in the sections entitled "Risk Factors" inSynopsys' latest Annual Report on Form 10-K and in its latest Quarterly Report on Form 10-Q. The information
provided herein is as of May 6, 2024. Synopsys undertakes no duty to, and does not intend to, update any
forward-looking statement, whether as a result of new information, future events or otherwise, unless requiredby law.

SOURCE Synopsys, Inc.