ANSYS (ANSS) 8-K Ansys, Inc. Signs Definitive Agreement to Acquire Ansoft Corporation

©

2008 ANSYS, Inc.  All rights reserved.

1

Ansoft Transaction Highlights

March 31, 2008

Exhibit 99.2

©

2008 ANSYS, Inc.  All rights reserved.

2

Safe Harbor Statement

Certain statements contained in the presentation regarding matters that are not historical facts, including

statements

regarding

the

parties’

ability

to

consummate

the

proposed

transaction

and

timing

thereof,

expectations that the proposed acquisition, if completed, would be modestly accretive to non-GAAP earnings per

share, statements regarding the impact of the pending acquisition, the projected growth in the CAE industry, the

combined company’s ability to deliver customer-driven engineering simulation solutions and the ability of the

combined

company

to

lead

the

evolution

and

innovation

of

engineering

simulation,

statements

regarding

the

impact

of

the

transaction

on

our

employees

and

operational

plans,

are

“forward-looking”

statements

(as

defined

in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and

uncertainties, actual results may differ materially from those expressed or implied by such forward-looking

statements.

All

forward-looking

statements

in

this

presentation

are

subject

to

risks

and

uncertainties.

These

include the risk that the acquisition may not be consummated, the risk that the businesses of ANSYS and Ansoft

may not be combined successfully, or that such combination may take longer or cost more to accomplish than

expected, the risk that the pricing of the senior credit facility will be less favorable than ANSYS had anticipated,

the risk that operating costs, customer loss and business disruption following the acquisition may be greater than

expected,

the

risk

of

a

general

economic

downturn

in

one

or

more

of

the

combined

company’s

primary

geographic

regions,

the

risk

that

the

assumptions

underlying

ANSYS’

anticipated

revenues

and

expenditures

will

change or prove inaccurate, the risk that ANSYS has overestimated its ability to maintain growth and profitability

and

control

costs,

uncertainties

regarding

the

demand

for

ANSYS’

products

and

services

in

future

periods,

the

risk that ANSYS has overestimated the strength of the demand among its customers for the combined

company’s products, risks of problems arising from customer contract cancellations, uncertainties regarding

customer acceptance of new products, the risk that the combined company’s operating results will be adversely

affected by possible delays in developing, completing or shipping new or enhanced products, risks that

enhancements to the combined company’s products may not produce anticipated sales, uncertainties regarding

fluctuations in quarterly results, including uncertainties regarding the timing of orders from significant customers,

disruptions from the transaction making it more difficult to maintain relationships with customers and employees,

and

other

factors

that

are

detailed

from

time

to

time

in

reports

filed

by

ANSYS,

Inc.

and

Ansoft

Corporation

with

the Securities and Exchange Commission, including the Annual Reports on Form 10-K and the quarterly reports

on Form 10-Q, current reports on Form 8-K and other documents ANSYS and Ansoft have filed. ANSYS and

Ansoft undertake no obligation to publicly update or revise any forward-looking statements, whether changes

occur

as

a

result

of

new

information

or

future

events,

after

the

date

they

were

made.

©

2008 ANSYS, Inc.  All rights reserved.

3

Where to Find Additional Information

•

In

connection

with

the

merger,

ANSYS

intends

to

file

with

the

SEC

a

registration

statement

on

Form

S-4,

which

will

include

a

prospectus/proxy

statement

of

ANSYS

and

Ansoft

and

other

relevant

materials

in

connection

with

the

proposed

transactions.

Investors

and

security

holders

of

ANSYS

and

Ansoft

are

urged

to

read

the

prospectus/proxy

statement

and

the

other

relevant

material

when

they

become

available

because

they

will

contain

important

information

about

ANSYS,

Ansoft

and

the

proposed

transaction.

The

prospectus/proxy

statement

and

other

relevant

materials

(when

they

become

available),

and

any

and

all

documents

filed

by

ANSYS

or

Ansoft

with

the

SEC,

may

be

obtained

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov.

In

addition,

investors

and

security

holders

may

obtain

free

copies

of

the

documents

filed

with

the

SEC

by

ANSYS

by

directing

a

written

request

to

ANSYS,

Inc.,

Southpointe,

275

Technology

Drive,

Canonsburg,

Pennsylvania

15317,

Attention:

Investor

Relations.

Investors

and

security

holders

may

obtain

free

copies

of

the

documents

filed

with

the

SEC

by

Ansoft

by

directing

a

written

request

to

Ansoft

Corporation,

225

West

Station

Square

Drive,

Suite

200,

Pittsburgh,

PA

15219,

Attention:

Investor

Relations.

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED

TO

READ

THE

PROSPECTUS/PROXY

STATEMENT

AND

THE

OTHER

RELEVANT

MATERIALS

WHEN

THEY

BECOME

AVAILABLE

BEFORE

MAKING

ANY

VOTING

OR

INVESTMENT

DECISION

WITH

RESPECT

TO

THE

PROPOSED

TRANSACTIONS.

•

This

communication

shall

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

such

jurisdiction.

No

offering

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

Securities

Act

of

1933,

as

amended.

•

ANSYS,

Ansoft

and

their

respective

executive

officers,

directors

and

trustees

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

the

security

holders

of

Ansoft

in

connection

with

the

merger.

Information

about

the

executive

officers

and

directors

of

ANSYS

and

their

ownership

of

ANSYS

common

stock

is

set

forth

in

the

proxy

statement

for

ANSYS’s

2007

Annual

Meeting

of

Stockholders,

which

was

filed

with

the

SEC

on

April

9,

2007.

Information

about

the

executive

officers

and

directors

of

Ansoft

and

their

ownership

of

Ansoft

common

stock

is

set

forth

in

the

proxy

statement

for

Ansoft’s

2007

Annual

Meeting

of

Stockholders,

which

was

filed

with

the

SEC

on

July

26,

2007.

Investors

and

security

holders

may

obtain

additional

information

regarding

the

direct

and

indirect

interests

of

ANSYS,

Ansoft

and

their

respective

executive

officers,

directors

and

trustees

in

the

merger

by

reading

the

prospectus/proxy

statement

referred

to

above.

©

2008 ANSYS, Inc.  All rights reserved.

4

Transaction Summary

Transaction Details:

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>

Per Share Consideration:

$16.25 in cash and 0.431882 shares of ANSYS stock for

each Ansoft share

–

implied total value of $32.50 per Ansoft share

(1)

Total

Consideration:

Approximately

$832

million

(1)

–

$416 million in cash and 11.1 million shares of ANSYS

common stock

Senior Management:

James E. Cashman III, President and CEO

Maria T. Shields, CFO

Board of Directors:

9 directors; 1 from Ansoft

Headquarters:

Canonsburg, PA

Transaction Timing:

Expected to close in second quarter of 2008,

subject to customary closing conditions and

regulatory and Ansoft stockholder approval

(1)

Based

on

10-day

trailing

average

closing

price

of

ANSYS

common

stock

On March 31, 2008, ANSYS announced its planned acquisition of

Ansoft Corporation, a leading developer of high-performance

Electronic Design Automation (EDA) software in a cash and stock

transaction.  The addition of Ansoft’s

technology is complementary

and expands ANSYS’

simulation capabilities

©

2008 ANSYS, Inc.  All rights reserved.

5

Company Highlights

•

Engineering simulation

software widely used by

engineers and designers

across a broad spectrum of

industries globally

•

NASDAQ:  ANSS

•

$387 million

(1)

•

88%

•

1,400

•

Global Industrials

•

License / Maintenance /

Service

•

High-performance EDA

simulation

software widely used

by engineers and designers

across a broad spectrum of

industries globally

•

NASDAQ:  ANST

•

$98 million

(1)

•

12%

•

300

•

Computer, Communications,

Automotive, Semiconductor,

Consumer Electronics, Military

and Industrials

•

License / Maintenance

Business Description:

Exchange and Ticker Symbol:

Trailing 12 Months Revenue:

Pro Forma Ownership:

Employees:

Customer base:

Business Model:

(1) ANSYS

as

of

12/31/07

(non-GAAP

results);

Ansoft

as

of

01/31/08

(unaudited

results)

©

2008 ANSYS, Inc.  All rights reserved.

6

Financial Highlights

Revenue Growth

15%

23%

14%

15%

15%

(1) ANSYS fiscal year ending 12/31 (non-GAAP results); Ansoft fiscal year ending 4/30, trailing 12-month as of 1/31/08 (unaudited, non-GAAP results)

Revenue Growth

25%

19%

17%

78%

37%

Both companies consistently delivered double-digit revenue

growth while expanding operating margin

$135

$158

$282

$387

$114

40%

39%

43%

32%

37%

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

2003

2004

2005

2006

2007

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

$68

$77

$89

$98

$55

29%

34%

37%

10%

19%

$0

$20

$40

$60

$80

$100

$120

2004

2005

2006

2007

Trailing 12-

Month

0%

5%

10%

15%

20%

25%

30%

35%

40%

©

2008 ANSYS, Inc.  All rights reserved.

7

Overview of Ansoft

•

Founded in 1984

•

IPO in 1996

•

Headquartered in Pittsburgh, PA

•

300+ employees

•

Offices worldwide

–

US, France, Germany, Italy, Sweden, UK,

China, Japan, Korea, Singapore and Taiwan

•

Broad customer base with over 2,000

customers

–

communications, semiconductor,

automotive/industrial, computer, consumer

electronics and defense/aerospace

industries

•

Strong financial profile

–

Consistent, strong revenue growth and

profitable business model

–

trailing 12-month revenue growth of 15%

and

operating

margin

of

37%

(1)

•

High Performance Electronics Software

–

HFSS™

–

Nexxim®

–

SIwave™

–

Q3D Extractor®

–

Turbo Package Analyzer™

•

Electromechanical Software

–

Maxwell

3D®

and

2D

–

SIMPLORER®

–

RMxprt™

Ansoft is a leading developer of high-performance EDA software,

used by electrical engineers to design state-of-the-art technology products

–

Ansoft Designer®

–

AnsoftLinks™

–

Full-Wave Spice™

–

Optimetrics™

(1) As of 01/31/08 (unaudited results)

©

2008 ANSYS, Inc.  All rights reserved.

8

1.

Highly Complementary Combination

•

Brand

–

Strong brand name recognition of all product lines

•

Customers

–

Opportunity for add-on sales; Ansoft has > 2,000 customers

•

Products

–

Ansoft adds electromagnetic and circuit simulation that offers broader

technical capability and further extends ANSYS Multiphysics vision and strategy

2.

Expands Breadth in Simulation Technology

•

Adds

complementary

physics

that

address

convergence

of

ME

and

EE

product

design

and development

3.

Creates Comprehensive Portfolio of Simulation Products

•

Combines

strong

electromagnetics

and

circuit

simulation

capabilities

with

ANSYS

mechanical

and fluids simulation offerings

•

Strengthens long-term commitment to engineering simulation

•

Increases customer value by integrating capabilities into open architecture for

maximum customer flexibility and efficiency

4.

Combines Two Teams with Deep Industry Expertise & World-Class Engineering Talent

•

Continued focus on innovation –

target approximately 15% of combined revenue

spending on R&D

•

21 development centers on 3 continents

•

Technology developed over 25 years

Strategic

Rationale

©

2008 ANSYS, Inc.  All rights reserved.

9

5.

Strong Sales Channel Benefits

•

Direct sales presences are largely complementary

•

Opportunities for growth through ANSYS direct and indirect channels

•

Over 15,600 combined customers

6.

Complementary Cultures

•

Strong mutual commitment to customers, employees and partners

•

Innovative technology and execution

•

1,700 combined employees

7.

Complementary Financial Profiles

•

Combination of solid revenue growth profiles from both companies

•

Strong operating margins for both companies

•

Similar focus on profitability

8.

Financial Impact

•

$485 million in combined trailing 12-month non-GAAP revenues

•

Modestly accretive to non-GAAP earnings per share in its first full year of

combined operations

Strategic

Rationale

©

2008 ANSYS, Inc.  All rights reserved.

10

Broad and Integrated Solutions

•

Complete Systems

•

Multiphysics

•

Simulated Environments

©

2008 ANSYS, Inc.  All rights reserved.

11

55kw

MOTOR

GENERATOR

24

VOLT

DC-DC

CONVERTER

SYSTEM

CONTROLLER

CONVE

NTIONAL

DRIVER

CONTROLS

UNMODIFIED

FOUR

OCCUPANT

SEATI

NG

AND

PAYLOAD

AREA

55

KW

EXTERNAL

POWER

SOURCE

INDEPENDENT

55kw

WHEEL

MOTORS

&

CONTROLLERS

STOCK

POWER

DISK

BRAKES

INDEPENDENT

4-WHEEL

DRIVE

FIXED

RATIO

RIGHT

ANGLE

GEAR

REDUCTION

60-INCH

WATER-FORDING

CAPABILITY

UNITIZED

288

VOLT

LEAD

ACID

BATTERY

TRAY

WITH

INTEGRATED

MONITORING

AND

CONTROL

SYSTEM

300-MILE

RANGE

DIESEL

FUEL

CAPACITY

ELECTRONIC

INSTRUMENT

PANEL

(OP

TION)

AUXILIARY

POWER

DISTRIBUTION

SYSTEM

(OPTION)

POWER

DISTRIBUTION

Mechanical & Electronic Convergence

©

2008 ANSYS, Inc.  All rights reserved.

12

Broad Customer Presence

>13,600 Total Customers

>200,000 Commercial Seats

>200,000 University Seats

>200 Channel Partners

>150 Industry Partners

>2,000 Total Customers

>10,000 Commercial Seats

Representative Customers

©

2008 ANSYS, Inc.  All rights reserved.

13

Geographic Revenue Diversification –

Trailing Twelve Months

(1)

Europe

41%

GIA

23%

North

America

36%

Europe

17%

GIA

45%

North

America

38%

+

+

Europe

36%

GIA

27%

North

America

37%

(1)

ANSYS

as

of

12/31/07

(non-GAAP

results);

Ansoft

as

of

01/31/08

(unaudited

results)

©

2008 ANSYS, Inc.  All rights reserved.

14

Value for All Key Constituencies

•

Customers

–

Expanded “Best in Class”

capabilities

–

Focused long-term commitment to engineering simulation

–

Customer-driven open solutions to provide customers maximum

flexibility

•

Employees

–

Reinforces world-class engineering focus

–

Provides critical mass and increased stability

–

Provides career growth opportunities

•

Stockholders

–

After closing, expected to be modestly accretive to non-GAAP

earnings per share in its first full year of combined operations

©

2008 ANSYS, Inc.  All rights reserved.

15

Key Financial Metrics

•

Strong revenue growth

–

Trailing 12-month revenues of $387 million (ANSYS) and $98

million (Ansoft)

(1)

–

ANSYS

grew

at

+37%

and

Ansoft

grew

at

+15%

(2)

•

Strong revenue visibility

–

$148

million

in

combined

deferred

revenues

(3)

•

Strong cash flow generation from combined business

•

Supportable leverage

•

Strong combined gross and operating margins

(1)

ANSYS

as

of

12/31/07

(non-GAAP

results);

Ansoft

as

of

01/31/08

(unaudited

results)

(2)

Year-over-year

(3) ANSYS as of 12/31/07, Ansoft as of 1/31/08 (unaudited results)

growth;

ANSYS

as

of

12/31/07

(non-GAAP

results);

Ansoft

as

of

01/31/08

(unaudited

results)

©

2008 ANSYS, Inc.  All rights reserved.

16

Financial

Benefits

•

Revenue Opportunity Driven By

–

Installed base together with expanded product offering

allows for cross-selling and up-selling

–

Complementary verticals allow larger addressable user

base

•

Potential Ongoing Cost Savings Opportunities

–

Ability to optimize existing R&D activities for mutual

product development initiatives

–

Efficiencies in administrative and development activities

–

Efficiencies in sales and service activities

–

Reduction of redundant infrastructures and facilities

©

2008 ANSYS, Inc.  All rights reserved.

17

High-level integration plan in place

•

Shared vision for execution

•

Minimal anticipated disruption

–

No product rationalization

–

Data integration within ANSYS Workbench to support Multiphysics

–

Expanded ANSYS global sales and service infrastructure

Key Integration Focus

•

Minimize disruption to existing customers and business operations

•

Maintain employee motivation

•

Adopt best practices enterprise-wide

•

Enhance customer value proposition

•

Pursue revenue and cost synergies

High-Level Integration

©

2008 ANSYS, Inc.  All rights reserved.

18

The Combined ANSYS and Ansoft:

•

Extends the breadth, functionality, usability and interoperability of the

overall portfolio to create the most comprehensive, innovative industry

and product solutions

•

Increases operational efficiency and lowers design and engineering costs

for customers

•

Expands ANSYS vertical industry expertise

•

Extends ANSYS cross selling opportunities to Ansoft users

•

Expands ANSYS global sales channel to drive future growth

•

Provides ANSYS and Ansoft stockholders increased value through long-

term increased revenue growth and EPS accretion

Summary

©

2008 ANSYS, Inc.  All rights reserved.

19

Ansoft Transaction Highlights

March 31, 2008