Synopsys to Acquire WhiteHat Security from NTT

PRESS RELEASE

MOUNTAIN VIEW, Calif., April 27, 2022 /PRNewswire/ -- Synopsys, Inc. (NASDAQ: SNPS) today announced that it has signed a definitive agreement to acquire WhiteHat Security, a leading provider of application security Software-as-a-Service (SaaS). The addition of WhiteHat Security will provide Synopsys with significant SaaS capabilities and market-segment-leading dynamic application security testing (DAST) technology to strengthen what is considered one of the industry's broadest application security testing portfolio. Synopsys and WhiteHat Security, which was acquired by NTT Security Corporation in 2019, share a vision for delivering SaaS-based security testing solutions and building security into the software development lifecycle.

Under the terms of the transaction, Synopsys will pay approximately $330 million in cash. The transaction is subject to regulatory review and customary closing conditions and is expected to close in Synopsys' fiscal Q3 2022. Based on its preliminary review, Synopsys currently expects the acquisition to be roughly neutral to FY2022 non-GAAP earnings per share.

"WhiteHat Security helped pioneer SaaS delivery of application security testing and brings powerful technology and expertise into our application security portfolio," said Jason Schmitt, general manager of the Synopsys Software Integrity Group. "WhiteHat Security's DAST capabilities complement our strengths in static analysis, interactive analysis and software composition analysis, while their expertise in SaaS will accelerate our security testing SaaS capabilities. We are excited about the value this will create for our customers and welcome the WhiteHat Security team as they join us in our mission to build trust in the software that businesses depend on."

"We're thrilled to join forces with Synopsys in the next phase of our journey," said Craig Hinkley, chief executive officer of WhiteHat Security. "The combination of our respective strengths and our shared vision for the future of application security presents exciting opportunities for our customers and the broader market. We look forward to continuing to serve the loyal customers that have trusted WhiteHat Security for nearly 20 years and expanding our footprint as part of the larger Synopsys portfolio."

About the Synopsys Software Integrity Group

Synopsys Software Integrity Group provides integrated solutions that transform the way development teams build and deliver software, accelerating innovation while addressing business risk. Our portfolio of software security products and services is the most comprehensive in the world and interoperates with third-party and open source tools, allowing organizations to leverage existing investments to build the security program that's best for them. Only Synopsys offers everything you need to build trust in your software. Learn more at www.synopsys.com/software.

About Synopsys

Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As an S&P 500 company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and offers the industry's broadest portfolio of application security testing tools and services. Whether you're a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing more secure, high-quality code, Synopsys has the solutions needed to deliver innovative products. Learn more at www.synopsys.com

Forward-Looking Statements

This news release contains forward-looking statements, including, but not limited to, statements regarding the pending acquisition of WhiteHat Security, the parties' ability to close, the expected closing date of the transaction, and the expected benefits of the transaction. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, among others: the ability of the parties to consummate the acquisition in a timely manner or at all, including due to obtaining regulatory approvals; the satisfaction of the conditions precedent to consummation of the acquisition; the effect of the announcement of the pending acquisition on Synopsys' and WhiteHat Security's respective businesses; Synopsys' ability to operate or integrate WhiteHat Security's assets and employees with its own successfully, which may include a potential loss of customers, key employees, partners or vendors; and uncertain customer demand and support obligations for SaaS and DAST solutions. Other risks and uncertainties that may apply are set forth in the Risk Factors section of Synopsys' most recently filed Quarterly Report on Form 10-Q. Synopsys assumes no obligation to update any forward-looking statement contained in this news release.