-----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, OGiGSm5esSh3ZMMgdkrG9J0FJsNjHoSktIRhY8RL6V7ysTSg9KWHTmOFTo7cYCn4 CE5VjE7QMGPSNJrnLsMlaQ== 0001047469-98-045174.txt : 19981229 0001047469-98-045174.hdr.sgml : 19981229 ACCESSION NUMBER: 0001047469-98-045174 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKTURN DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000914252 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770159619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98776331 BUSINESS ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 951311013 BUSINESS PHONE: 4089146000 MAIL ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1013 FILED BY: 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: DFAN14A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Section240.14a-11(c) or Section240.14a-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: ----------------------------------------------------------------------- MENTOR GRAPHICS OFFERS $14.00 CASH PER SHARE TO BRING QUICKTURN SHARES OWNED TO 14.9% --MENTOR SEEKS MERGER AGREEMENT TO ACQUIRE REMAINING QUICKTURN SHARES-- WILSONVILLE, OREGON, DECEMBER 28, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) today increased the offering price in its tender offer for shares of Quickturn Design Systems, Inc. (Nasdaq: QKTN) to $14.00 cash per share from $12.125 cash per share, and changed the number of shares being sought to 2,100,000 shares. Those shares, together with the 591,500 shares of Quickturn stock Mentor already owns, would result in Mentor owning a total of 14.9% of Quickturn's outstanding stock, the maximum amount that can be acquired without triggering Quickturn's poison pill. Mentor said that if more than 2,100,000 shares are validly tendered, Mentor's purchases pursuant to the tender offer will be made as nearly as practicable on a pro rata basis. Mentor plans to seek to negotiate a merger agreement with Quickturn to acquire the balance of the shares at the same cash price paid in the tender offer. The amended offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, January 11, 1999, unless extended. Mentor said it intends to use available cash and working capital to consummate the offer; Mentor believes its financing commitments, which remain in place, would allow it to complete the proposed second-step merger with Quickturn. Mentor President and Chief Executive Officer Dr. Walden C. Rhines said: "This offer will allow Mentor to increase its equity interest in Quickturn as the first step in completing a merger agreement or similar business combination between Mentor and Quickturn. Mentor's proposed transaction is more compelling than the proposed Cadence merger, and doesn't suffer from the Cadence deal's drawbacks. "Our deal offers all cash, greater certainty as to timing and, importantly, no antitrust risk. We believe the electronics industry will object strongly to the proposed Cadence merger because of Cadence's already dominant share of the EDA market. Even though Mentor has already received antitrust clearance, when Mentor acquires Quickturn, Mentor currently expects to license the 2 combined emulation intellectual property to the other participants in the sector. Cadence has given no indication that it will license the intellectual property." On December 15, 1998, Mentor commenced a new lawsuit against Quickturn, the Quickturn directors and Cadence in the Delaware Court of Chancery. The suit alleges that the Quickturn directors again breached their fiduciary duties to Quickturn's stockholders and seeks to enjoin consummation of the proposed Cadence merger and to invalidate break-up fees payable to Cadence totaling $17,575,000. In the event that Mentor is successful in invalidating all or any portion of the break-up fee and Mentor can negotiate a merger agreement with Quickturn, Mentor intends to pay all Quickturn stockholders whose shares are converted in the merger an amount per share which is equal to the tender offer price, which is currently $14.00, plus the lesser of (a) $.60 and (b) the quotient of (i) 75% of any portion of the break-up fee which has been invalidated divided by (ii) the total number of shares outstanding on the date immediately preceding the date of the closing of the proposed merger. Mentor said it stands ready to consider increasing its offer price and the price to be paid per share in a negotiated merger transaction if negotiation and due diligence demonstrate greater value of Quickturn to Mentor. The Mentor offer will be subject to proration and satisfaction of certain conditions. The Mentor offer is not conditioned on the invalidation of any provision of the Cadence merger agreement. It also is not conditioned on "The Minimum Condition," "The Section 203 Condition," "The HSR Condition" or "The Rights Condition" of the original offer. In order to acquire shares in a timely fashion and announce a proration number, if any, at the earliest practicable date following completion of the tender offer, guarantees of delivery of shares will no longer be accepted pursuant to the offer. All stockholders who have previously tendered using guarantee of delivery procedures have either perfected their tender by delivering their shares and any other required documents or have withdrawn their tenders. Mentor understands that no shares that have been tendered and not withdrawn remain subject to guarantee of delivery procedures. As of the close of business on Thursday, 3 December 24, 1998, 6,795,429 shares of Quickturn common stock had been validly tendered in the Offer, which, together with the 591,500 shares already owned by Mentor, represents approximately 41 percent of Quickturn's outstanding common stock (based upon 18,095,580 shares outstanding as of November 30, 1998). The shares tendered represent 38 percent of the outstanding common stock. Mentor said the special meeting of Quickturn's stockholders will be held on Friday, January 8, 1999 to consider Mentor's proposals relating to the removal of the current Quickturn Board and to replace the Quickturn directors with five new directors nominated by Mentor. If elected as directors of Quickturn, Mentor would encourage the nominees to, subject to their fiduciary duties as directors under applicable law and in accordance with Quickturn's rights and obligations under the merger agreement with Cadence, seek to auction Quickturn to the highest bidder. Mentor would also encourage the nominees, subject to their fiduciary duties as directors of Quickturn under applicable law and in accordance with Quickturn's rights and obligations under the merger agreement with Cadence, to allow any bidder, including Mentor, promptly to conduct a due diligence review of Quickturn and seek to execute a merger agreement with the highest bidder. Mentor anticipates that any such merger agreement could be executed within 30 days of the nominees being elected as directors of Quickturn. The record date for stockholders to vote at the special meeting is November 10, 1998. Mentor's Offer to Purchase, proxy solicitation materials and related documents are available on a Mentor World Wide Web site at http://www.mentorg.com/file. The Dealer Manager for the Offer is Salomon Smith Barney. The Information Agent for the Offer is MacKenzie Partners, Inc., which can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. Contacts: Anne M. Wagner/Ry Schwark Todd Fogarty/Jason Lynch Mentor Graphics Corporation Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----