Cadence Design Systems, Inc. (NasdaqGS:CDNS) entered into a share purchase agreement to acquire BETA CAE Systems International AG for $1.2 billion on March 2, 2024. As per the transaction, Cadence Design Systems, Inc. will pay approximately $1.24 billion for the transaction, with 60% of the consideration to be paid in cash and 40% to be paid through the issuance of Cadence Design Systems, Inc. common stock to current BETA CAE Systems International AG shareholders. The cash consideration will be financed through a combination of cash on hand and borrowings under existing and/or new debt facilities. BETA CAE Systems International AG generates annual revenue of about $90 million. Cadence will be required to pay a reverse termination fee of up to $60 million in the event the purchase agreement is terminated. The transaction is subject to expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and regulatory approvals. The transaction is expected to occur in the second quarter of 2024.

Mark Bekheit, Jay Metz, Arielle Singh, Joshua Holian, Britton Dale Davis, Les Carnegie, Kyle Jefcoat, Grace Lee and Kathleen Wells of Latham & Watkins LLP, Emily Cridland, Sarah Gadd, Fiona Maclean, Jonathan Parker, Robert Price, Karl Mah of Latham & Watkins (London) LLP and Tomas Nilsson and Philipp Studt of Latham & Watkins LLP, Peter Müller, Gregor Bühler and Daniel Hasler of Homburger AG, Catherine Karatzas, Angeliki Tsatsi, and Georgios Minoudis of Karatzas & Partners Law Firm acted as legal advisors to Cadence Design Systems. Stefanos Charaktiniotis, Manolis Zacharakis, and Elina Filippou of Zepos & Yannopoulos Law Firm and Michael Bernhardt, Lisa O'Neill, Leopold Riedl, Bijan Ganji, Alexander Rinne, Daniel Tyrrell, Scott Golenbock, Apostolos Gkoutzinis, Joel Krasnow, Andrea Hamilton, Alan Rafferty and Merih Altay, Lafayette M. Greenfield, II, and John Garces of Milbank LLP acted as legal advisors, while Houlihan Lokey served as a financial SellSide advisor to the shareholders of BETA CAE.

Cadence Design Systems, Inc. (NasdaqGS:CDNS) completed the acquisition of BETA CAE Systems International AG on June 3, 2024.