T&D Associates (“T&D”) successfully assisted Synopsys, Inc. (“Synopsys”) in obtaining conditional approval from the State Administration for Market Regulation (“SAMR”) for its acquisition of ANSYS, Inc. (“Ansys”). This case marks the third conditional approval granted by SAMR in 2025 and the second conditional approval case handled by T&D in 2025 representing the buyer.

This transaction has attracted significant attention within the industry. It is the first conditionally approved case since the implementation of the new call-in mechanism for transactions that do not meet the thresholds. The transaction, valued at $35 billion, involves electronic design automation (EDA), considered to be among the most critical and complex products in the semiconductor sector. Through the joint efforts of the Synopsys and the counsel teams, Synopsys received SAMR’s approval 12 months after filing.

This achievement did not come easily. Over the past year, SAMR, the parties, and the counsel teams worked tirelessly and collaboratively, advancing the case around the clock. The joint efforts ultimately led to a commitment proposal acceptable to all parties, paving the way for a smooth approval.

Against the backdrop of recent failures of similar antitrust filings in the semiconductor sector, as well as the highly challenging trade and geopolitical environment—such as U.S. export controls on chips and EDA software to China—the successful approval of this case holds significant importance not only for the entire semiconductor industry, but also for all foreign-related M&A transactions.

This success once again demonstrates the outstanding capability of the T&D team, led by Dr. John Yong Ren, in managing sensitive industries and major, complex antitrust filings. It has also significantly boosted the confidence of multinational corporations in related industries regarding the approval of their transactions in China's merger review process.

T&D will continue to uphold its commitment to delivering high-quality and efficient professional services to our clients by adhering to the principles of rigor, efficiency, and responsibility. We strive to meet client needs, and dedicate ourselves to delivering professional, timely, and effective solutions.