-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EtC2uyMwdnvHOP1JiiX3dQ+3dEztS4RZiKt3VVFLOG8Yy3ttmbNAXfWkmb0ozE8V ALhtz0sx7yIfNTQZ8wwojg== 0001047469-98-032633.txt : 19980826 0001047469-98-032633.hdr.sgml : 19980826 ACCESSION NUMBER: 0001047469-98-032633 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980825 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-13442 FILM NUMBER: 98697241 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DEFA14A 1 DEF14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MENTOR GRAPHICS CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ EX-99.(A) 2 PRESS RELEASE Exhibit 99(a) MENTOR GRAPHICS REITERATES ITS COMMITMENT TO TRANSACTION IN RESPONDING TO QUICKTURN'S REJECTION OF ITS $12.125 PER SHARE ALL-CASH OFFER WILSONVILLE, ORE., AUGUST 24, 1998 -- Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics Corporation (Nasdaq: MENT), said today that the actions taken by the board of Quickturn Design Systems, Inc. (Nasdaq: QKTN) in rejecting Mentor's all-cash, premium, fully financed offer are "deplorable and not in the best interests of Quickturn stockholders." Dr. Rhines reiterated Mentor's commitment to completing the proposed transaction. "We believe that Quickturn's rejection of our $12.125 per share all-cash offer is unjustifiable in light of the 51.6 percent premium that offer represents over Quickturn's closing share price the day before our offer was announced," Dr. Rhines said. "The $12.125 per share price is also approximately forty times First Call consensus estimates for Quickturn in 1999. Nevertheless, we are fully committed to our offer, which we believe provides significant value to the stockholders and customers of both companies. "The claim by Quickturn President and CEO Keith R. Lobo that Mentor's offer comes at a 'moment of weakness' for Quickturn's stock price is hardly credible. The facts are that this so-called moment of weakness has lasted for six months. Quickturn's stock has languished since February of this year as Quickturn's management has failed to develop and execute a value-enhancing business plan. "Moreover, if Mr. Lobo honestly believes this is only a 'moment of weakness,' why did Quickturn reprice 1.546 million stock options in June of this year to $7.44 per share?"It would appear, in short, that the actions of Quickturn in response to our offer--including the rejection of that offer, and the amendments to the Quickturn by-laws with regard to the company's special stockholders meeting and 'poison pill'-- are unreasonable and serve to entrench management rather than deliver value to Quickturn stockholders." Dr. Rhines said: "The strategic fit of Mentor Graphics, with its primary focus on the software side of electronic design automation (EDA), and Quickturn, the market leader in system-level hardware emulation solutions, is compelling. That strategic fit, and the resulting ability to provide our respective semiconductor and systems customers throughout the world with the industry's broadest range of software and hardware solutions, is what this transaction is about. This transaction is NOT just about resolving the ongoing patent litigation between the two companies. We would pursue this strategic combination even if this litigation didn't exist. (more) "For these reasons, we intend to take all actions necessary to remove the obstacles to consideration of our offer so Quickturn stockholders can realize the benefits of our offer as quickly as possible," Dr. Rhines concluded. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on September 9, 1998, unless extended. As previously indicated, the offer is subject to terms and conditions including a majority of outstanding Quickturn shares being validly tendered and not withdrawn; redemption or removal of Quickturn's shareholder rights plan; the inapplicability of the Delaware business combination statute; and the expiration or termination of the Hart-Scott-Rodino waiting period. The Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. This news release does not constitute an offer to purchase any securities, nor a solicitation of a proxy, consent, authorization or agent designation with respect to a meeting of the Quickturn stockholders. The tender offer and the agent designation solicitation are being made pursuant to separate materials in compliance with the requirements of applicable federal and state law. Mentor Graphics' financial advisor with regard to the transaction is Salomon Smith Barney. MacKenzie Partners, Inc. is acting as Information Agent for the Offer and as solicitor for the agent designation solicitation, and can be reached by collect call at 212-929-5500 or, toll-free, at 800-322-2885. Contacts: Anne M. Wagner Gregory K. Hinckley Vice President, Marketing COO and CFO 503-685-1462 503-685-4833 Dennis Weldon Roy Winnick Treasurer Kekst and Company 503-685-1462 212-521-4842 -----END PRIVACY-ENHANCED MESSAGE-----