Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with 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 Integrity Group, and its customers and partners; the market outlook, products
and business of Synopsys and the new standalone 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 or more liquidity transactions) and the potential financing for the transaction; Synopsys’ and the new standalone company’s
expectations and objectives; strategies related to Synopsys’ and the new standalone company’s products, technology and services; trends, opportunities, strategies and technological trends, such as artificial intelligence; and customer
demand and market expansion of each of Synopsys and the new standalone company. 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 or other 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 those expressed or implied in forward-looking statements in this press release, including, but not limited to: (i) the completion 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 the conditions to the consummation of the proposed transaction,
including the receipt of certain governmental and regulatory approvals on the terms expected, in a timely manner, or at all, (iii) the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect,
following completion of the proposed transaction (if completed), Synopsys or the new standalone company or the expected benefits of the proposed transaction, (iv) uncertainties as to Clearlake and Francisco Partners’ access to available
financing to consummate the proposed transaction upon acceptable terms and on a timely basis, or at all, (v) the occurrence 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 to retain and hire key personnel, (viii) risks related to diverting the attention of Synopsys’ management team from the ongoing business operations of Synopsys or
Synopsys’ pending acquisition of ANSYS, Inc., (ix) the outcome of any legal proceedings that