SC TO-I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

CADENCE DESIGN SYSTEMS, INC.

(Name of Subject Company (Issuer))

CADENCE DESIGN SYSTEMS, INC.

(Name of Filing Persons (Offeror))

Zero Coupon Zero Yield Senior Convertible Notes due 2023
(Title of Class of Securities)

127387AB4 and 127387AA6
(CUSIP Number of Class of Securities)

James J. Cowie
Senior Vice President, General Counsel and Secretary
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134
Tel. (408) 943-1234
Fax. (408) 428-5001
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
1 Montgomery Street
San Francisco, California 94104
Tel. (415) 393-8200
Fax. (415) 374-8400

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$230,960,962.50	$9,076.77

*	Calculated solely for purposes of determining the filing fee. The repurchase price of the Zero Coupon Zero Yield Senior Convertible Notes due 2023, as described herein, is $1,002.50 per $1,000 principal amount outstanding. As of July 16, 2008, there was approximately $230,385,000 in aggregate principal amount outstanding, resulting in an aggregate maximum repurchase price of $230,960,962.50.
**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $39.30 for each $1,000,000 of the value of the transaction.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.	Filing Party:	Not applicable.
Form or Registration No.:	Not applicable.	Date Filed:	Not applicable.

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:
o third-party tender offer subject to Rule 14d-1	o going-private transaction subject to Rule 13e-3
þ issuer tender offer subject to Rule 13e-4	o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

TABLE OF CONTENTS

	Items 1 through 9.
	Item 10. Financial Statements.
	Item 11. Additional Information.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.(A)(1)(A)
EXHIBIT 99.(A)(1)(B)
EXHIBIT 99.(A)(1)(C)
EXHIBIT 99.(A)(1)(D)
EXHIBIT 99.(A)(1)(E)
EXHIBIT 99.(A)(5)(A)

INTRODUCTORY STATEMENT

     This Tender Offer Statement on Schedule TO-I (“Schedule TO”) is filed by Cadence Design Systems, Inc., a Delaware corporation (the “Company”), and relates to the offer to repurchase for cash the Zero Coupon Zero Yield Senior Convertible Notes due 2023 issued by the Company on August 15, 2003 (the “Securities”), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Securities, the Company Notice to Holders of its Securities, dated July 16, 2008 (the “Company Notice”) and filed as Exhibit (a)(1)(A), and the related offer materials filed as Exhibits (a)(1)(B) to (d)(1) to this Schedule TO (the Company Notice and the related offer materials, as amended or supplemented from time to time, collectively constitute the “Option”). The Securities were issued pursuant to an Indenture (the “Indenture”), dated August 15, 2003, by and between the Company and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), as Trustee (“Trustee”).

     The Option will expire at 5:00 p.m., New York City time, on August 14, 2008. This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

     The Company is the issuer of the Securities and is offering to repurchase for cash all of the Securities pursuant to the terms of the Indenture. The Securities are convertible into common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Company’s executive offices are located at 2655 Seely Avenue, San Jose, California 95134. The Company’s telephone number is (408) 943-1234. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Option is incorporated by reference into this Schedule TO.

Item 10. Financial Statements.

     (a) The Company believes that its financial condition is not material to a decision by a holder of the Securities (the “Holders”) whether to put the Securities to the Company because the consideration being paid to Holders surrendering the Securities consists solely of cash, the Option is not subject to any financing conditions, the Option applies to all outstanding Securities and the Company is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its consolidated subsidiaries are reported electronically on EDGAR.

     (b) Not applicable.

Item 11. Additional Information.

     (a) Not applicable.

     (b) Not applicable.

Item 12. Exhibits.

(a)(1)(A)	Company Notice to Holders of its Zero Coupon Zero Yield Senior Convertible Notes due 2023, dated July 16, 2008.
(a)(1)(B)	Form of Repurchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Substitute Form W-9.
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

ii

(a)(5)(A)	Press Release issued by the Company on July 16, 2008.
(b)	Not applicable.
(d)(1)	Indenture, dated August 15, 2003, by and among the Company and The Bank of New York Mellon Corporation (as successor to J.P. Morgan Trust Company, National Association), incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended September 27, 2003.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

iii

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ James J. Cowie
	Name:	James J. Cowie
	Title:	Senior Vice President, General Counsel and Secretary

Dated: July 16, 2008

iv

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Company Notice to Holders of its Zero Coupon Zero Yield Senior Convertible Notes due 2023, dated July 16, 2008.
(a)(1)(B)	Form of Repurchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Substitute Form W-9.
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Press Release issued by the Company on July 16, 2008.
(b)	Not applicable.
(d)(1)	Indenture, dated August 15, 2003, by and among the Company and The Bank of New York Mellon Corporation (as successor to J.P. Morgan Trust Company, National Association), incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended September 27, 2003
(g)	Not applicable.
(h)	Not applicable.

v

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

COMPANY NOTICE
TO HOLDERS OF
CADENCE DESIGN SYSTEMS, INC.
ZERO COUPON ZERO YIELD SENIOR CONVERTIBLE NOTES DUE 2023

CUSIP Numbers: 127387AB4 and 127387AA6

     NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture, dated August 15, 2003 (the “Indenture”), by and between Cadence Design Systems, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), a national banking association organized and existing under the laws of the United States of America (the “Paying Agent”), relating to the Zero Coupon Zero Yield Senior Convertible Notes due 2023 of the Company (the “Securities”), that at the option of each holder thereof (the “Holder”), each Security will be repurchased by the Company for $1,002.50 per $1,000 principal amount of the Securities (the “Repurchase Price”), subject to the terms and conditions of the Indenture, the Securities and this Company Notice, including the accompanying Repurchase Notice (the “Option”). Holders may surrender their Securities from July 16, 2008, through 5:00 p.m., New York City time, on August 14, 2008. This Company Notice is being sent pursuant to the provisions of Section 11.08 of the Indenture. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.

To exercise your option to have the Company repurchase the Securities and receive payment of $1,002.50 per $1,000 principal amount of the Securities (“$1,000 principal amount”), you must validly deliver the enclosed Repurchase Notice to the Paying Agent (and not have withdrawn such and Repurchase Notice), no later than 5:00 p.m., New York City time, on Thursday, August 14, 2008, which is the close of business on the Business Day prior to the Repurchase Date, August 15, 2008 (the “Repurchase Date”). Repurchase Notices may be withdrawn at or before 5:00 p.m., New York City time, on August 14, 2008 by delivering a withdrawal notice to the Paying Agent. The right of Holders to submit a Repurchase Notice in order to surrender the Securities in the Option expires at 5:00 p.m., New York City time, on August 14, 2008. Holders must also surrender their Security to the Paying Agent before receiving any Repurchase Price for any Security with respect to which a Repurchase Notice has been validly submitted and not withdrawn.

HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY (“DTC”) NEED NOT SUBMIT A PHYSICAL REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

     The addresses for the Paying Agent are as follows:

In Person or Overnight Mail:	By Registered or Certified Mail:
The Bank of New York Mellon Corporation	The Bank of New York Mellon Corporation
Corporate Trust Operations	Corporate Trust Operations
101 Barclay — 7 East	101 Barclay — 7 East
New York, NY 10286	New York, NY 10286
Attn: Mr. William Buckley	Attn: Mr. William Buckley
Tel: (212) 815-5788	Tel: (212) 815-5788

     Additional copies of this Company Notice may be obtained from the Paying Agent at its addresses set forth above.

The date of this Company Notice is July 16, 2008.

TABLE OF CONTENTS

			Page
SUMMARY TERM SHEET				1
IMPORTANT INFORMATION CONCERNING THE OPTION				4
1.	Information Concerning the Company			4
2.	Information Concerning the Securities			4
	2.1	The Company’s Obligation to Repurchase the Securities		4
	2.2	Repurchase Price		4
	2.3	Conversion Rights of the Securities		5
	2.4	Market for the Securities and Common Stock		5
	2.5	Redemption		5
	2.6	Fundamental Change		6
	2.7	Ranking		6
3.	Procedures to be Followed by Holders Electing to Surrender Securities for Repurchase			6
	3.1	Method of Delivery		6
	3.2	Repurchase Notice		6
	3.3	Delivery of Securities		6
4.	Right of Withdrawal			7
5.	Payment for Surrendered Securities			8
6.	Securities Acquired			8
7.	Plans or Proposals of the Company			8
8.	Interests of Directors, Executive Officers and Affiliates of the Company in the Securities			9
9.	Purchases of Securities by the Company and Their Respective Affiliates			9
10.	Material United States Tax Considerations			9
11.	Additional Information			11
12.	No Solicitations			11
13.	Liquidated Damages			11
14.	Definitions			11
15.	Conflicts			11

i

No person has been authorized to give any information or to make any representations other than those contained in this Company Notice and accompanying Repurchase Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Company Notice and accompanying Repurchase Notice do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Company Notice shall not under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information. None of the Company or its board of directors or employees are making any representation or recommendation to any Holder as to whether or not to surrender such Holder’s Securities. You should consult your own legal, financial and tax advisors and must make your own decision as to whether to surrender your Securities for repurchase and, if so, the amount of Securities to surrender.

ii

SUMMARY TERM SHEET

     The following are answers to some of the questions that you may have about the Option. To understand the Option fully and for a more complete description of the terms of the Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Repurchase Notice because those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary.

• Who is offering to repurchase my Securities?

     Cadence Design Systems, Inc., a Delaware corporation (the “Company”), is offering to repurchase the validly surrendered Zero Coupon Zero Yield Senior Convertible Notes due 2023 (the “Securities”), at the option of the holder of the Securities (the “Holder”). (Page 4)

• What securities are you seeking to repurchase?

     The Company is offering to repurchase all of the Securities surrendered, at the option of the Holder. As of July 16, 2008, there was approximately $230,385,000 aggregate principal amount of Securities outstanding. The Securities were issued pursuant to an Indenture (the “Indenture”), dated August 15, 2003, by and between the Company and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), as Trustee and Paying Agent (“Paying Agent”). (Page 4)

• How much are you offering to pay and what is the form of payment?

     Pursuant to the Indenture, the Company will pay, in cash, a repurchase price of $1,002.50 per $1,000 principal amount of the Securities (the “Repurchase Price”) with respect to any and all Securities validly surrendered for repurchase and not withdrawn. (Page 4)

• How can I determine the market value of the Securities?

     There is no established reporting system or market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities before making any decision with respect to the Option. (Page 5)

• Why are you making the offer?

     The Company is required to make the offer pursuant to the terms of the Securities and the Indenture. (Page 4)

• What does the board of directors of the Company think of the Option?

     Although the board of directors of the Company has approved the terms of the Option included in the Indenture, the board of directors of the Company has not made any recommendation as to whether you should surrender your Securities for repurchase. The Company is required to make the offer pursuant to the terms of the Securities and the Indenture. You must make your own decision whether to surrender your Securities for repurchase and, if so, the amount of Securities to surrender. (Page 4)

• When does the Option expire?

     The Option expires at 5:00 p.m., New York City time, on August 14, 2008. The Company does not intend to extend the period Holders have to accept the Option. (Page 4)

1

• What are the conditions to the repurchase by the Company of the Securities?

     Provided that the repurchase by the Company of the validly surrendered Securities is not unlawful, such repurchase will not be subject to any other conditions. (Page 4)

• How do I deliver a Repurchase Notice and surrender my Securities?

     To surrender your Securities for repurchase pursuant to the Option, you must deliver the Repurchase Notice and related documents to the Paying Agent no later than 5:00 p.m., New York City time, on August 14, 2008. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY (“DTC”) NEED NOT SUBMIT A PHYSICAL REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

• A Holder whose Securities are held in certificated form must properly complete and execute the Repurchase Notice, and deliver such notice to the Paying Agent, with any other required documents, no later than 5:00 p.m., New York City time, on August 14, 2008. The Holder is required to deliver to the Paying Agent the certificate representing the Securities surrendered prior to receiving payment of the Repurchase Price.

• A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his, her or its Securities and instruct such nominee to surrender the Securities on the Holder’s behalf.

• A Holder electronically transmitting his, her or its acceptance through DTC’s Automatic Tenders over the Participant Terminal System (“PTS”) should do so no later than 5:00 p.m., New York City time, on August 14, 2008, subject to the terms and procedures of that system. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and agreement to be bound by the Repurchase Notice. (Pages 6-7)

• If I surrender my Securities, when will I receive payment for my Securities?

     The Company will accept for payment all Securities subject to a validly delivered Repurchase Notice promptly upon expiration of the Option. The Company will promptly forward to the Paying Agent, before 10:00 a.m., New York City time, on August 16, 2008, the funds required to pay the Repurchase Price for the surrendered Securities, and the Paying Agent will distribute such funds to the Holders promptly following the later of the Repurchase Date and the time of delivery of the Security to the Paying Agent by the Holder thereof in the manner required by the Indenture. (Page 7)

• Until what time can I withdraw a previously delivered Repurchase Notice?

     You can withdraw a previously delivered Repurchase Notice at any time until 5:00 p.m., New York City time, on August 14, 2008. (Page 7)

• How do I withdraw a previously delivered Repurchase Notice?

     To withdraw a previously delivered Repurchase Notice, you must deliver an executed written notice of withdrawal substantially in the form attached, or a facsimile of one, to the Paying Agent no later than 5:00 p.m., New York City time, on August 14, 2008.

HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC. (Page 7)

2

• Do I need to do anything if I do not wish to surrender my Securities for repurchase?

     No. If you do not deliver a properly completed and duly executed Repurchase Notice before the expiration of the Option, the Company will not repurchase your Securities and such Securities will remain outstanding, subject to their existing terms. (Page 7)

• If I choose to surrender my Securities for repurchase, do I have to surrender all of my Securities?

     No. You may surrender all of your Securities, a portion of your Securities or none of your Securities for repurchase. If you wish to surrender a portion of your Securities for repurchase, however, you must surrender your Securities in a principal amount of $1,000 (a “$1,000 principal amount”) or an integral multiple thereof. (Page 4)

• If I do not surrender my Securities for repurchase, will I continue to be able to exercise my conversion rights?

     Yes. If you do not surrender your Securities for repurchase, your conversion rights will not be affected. You will continue to have the right to convert each $1,000 principal amount of a Security into 63.8790 shares of Common Stock, subject to the terms, conditions and adjustments specified in the Indenture. (Page 5)

• If I am a U.S. resident for U.S. federal income tax purposes, will I have to pay taxes if I surrender my Securities for repurchase in the Option?

     The receipt of cash in exchange for Securities pursuant to the Option will be a taxable transaction for U.S. federal income tax purposes. You should consult with your own tax advisor regarding the actual tax consequences to you. (Pages 9-10)

• Who is the Paying Agent?

     The Bank of New York Mellon Corporation, the trustee for the Securities, is serving as Paying Agent in connection with the Option. Its address and telephone number are set forth on the front cover page of this Company Notice. (Page 4)

• Who can I talk to if I have questions about the Option?

     Questions and requests for assistance in connection with the surrender of the Securities for repurchase in this Option may be directed to William Buckley at The Bank of New York Mellon Corporation at (212) 815-5788.

3

IMPORTANT INFORMATION CONCERNING THE OPTION

     1. Information Concerning the Company. Cadence Design Systems, Inc., a Delaware corporation (the “Company” or “Cadence”), is offering to repurchase for cash its Zero Coupon Zero Yield Senior Convertible Notes due 2023 (the “Securities”), at the option of the holder of the Securities (the “Holder”).

     The Company enables global electronic-design innovation and plays an essential role in the creation of today’s integrated circuits and electronics. Customers use Cadence^® software and hardware, methodologies and services to design and verify advanced semiconductors, consumer electronics, networking and telecommunications equipment and computer systems. The Company reported 2007 revenues of approximately $1.6 billion, and has approximately 5,100 employees. The Company is headquartered in San Jose, California, with sales offices, design centers and research facilities around the world to serve the global electronics industry.

     The Company was formed as a Delaware corporation in April 1987. The Company’s executive offices are located at 2655 Seely Avenue, San Jose, California 95134. The Company’s telephone number is (408) 943-1234.

     2. Information Concerning the Securities. The Securities were issued under an Indenture, dated August 15, 2003 (the “Indenture”), by and between the Company and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), a national banking association organized and existing under the laws of the United States of America (the “Paying Agent”). The Securities mature on August 15, 2023.

     2.1 The Company’s Obligation to Repurchase the Securities. Pursuant to the terms of the Indenture and the Securities, unless earlier redeemed, the Company is obligated to repurchase all Securities validly surrendered for repurchase and not withdrawn, at the Holder’s option on August 15, 2008 at a repurchase price of 100.25% of the principal amount of Securities and on August 15, 2013 and August 15, 2018 at a repurchase price of 100% of the principal amount of Securities.

     This Option will expire at 5:00 p.m., New York City time, on Thursday August 14, 2008, the close of business on the business day immediately prior to the Repurchase Date, August 15, 2008 (the “Repurchase Date”). Provided that the repurchase by the Company of validly surrendered Securities is not unlawful, such repurchase will not be subject to any other conditions and will be made promptly after expiration of the Option. The payment by the Company for validly tendered Securities is subject to the Payment Agent’s receipt of a validly and timely delivered Repurchase Notice and receipt of the certificate(s) representing the surrendered Securities.

     2.2 Repurchase Price. Pursuant to the terms of the Indenture and the Securities, the repurchase price to be paid by the Company for the Securities promptly after the Repurchase Date is $1,002.50 per $1,000 principal amount of the Securities (the “Repurchase Price”). The Repurchase Price will be paid in cash with respect to any and all Securities for which a valid Repurchase Notice has been delivered and not withdrawn and for which a certificate representing the surrendered Securities has been delivered. If you are surrendering only a portion of your Securities for repurchase, such Securities will be accepted only in principal amounts at maturity equal to $1,000 (the “$1,000 principal amount”) or integral multiples thereof.

     The Repurchase Price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or Common Stock (as defined below). Thus, the Repurchase Price may be significantly higher or lower than the current market price of the Securities. Holders of Securities are urged to obtain the best available information as to potential current market prices of the Securities, to the extent available, and Common Stock (as defined below) before making a decision whether to surrender their Securities for repurchase.

     None of the Company or its board of directors or employees are making any recommendation to Holders as to whether to surrender or refrain from surrendering the Securities for repurchase pursuant to this Company Notice. Each Holder must make his, her or its own decision whether to surrender his, her or its Securities for repurchase and, if so, the principal amount of Securities to surrender based on such Holder’s assessment of current market value and other relevant factors.

4

     2.3 Conversion Rights of the Securities. The Securities are convertible into shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), in accordance with and subject to the terms of the Indenture and the Securities. Holders may convert their Securities into Common Stock of the Company prior to stated maturity only if (1) the sale price of the Common Stock reaches thresholds specified in the Indenture, (2) the trading price of the Securities falls below thresholds specified in the Indenture, (3) the Securities have been called for redemption or (4) corporate transactions specified in the Indenture occur. The Securities are not currently convertible into Common Stock. The conversion rate of the Securities as of July 16, 2008 is 63.8790 shares of Common Stock per $1,000 principal amount of the Securities, which is equivalent to a conversion price of $15.65 per share of Common Stock. The Paying Agent is currently acting as Conversion Agent for the Securities.

     Holders that do not surrender their Securities for repurchase pursuant to the Option will maintain the right to convert their Securities into Common Stock in accordance with and subject to the terms of the Indenture and the Securities. Any Securities as to which a Repurchase Notice has been given may be converted in accordance with the terms of the Indenture only if the applicable Repurchase Notice has been validly withdrawn at or before 5:00 p.m., New York City time, on August 14, 2008, as described in Section 4 hereto.

     2.4 Market for the Securities and Common Stock. There is no established reporting system or trading market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities before making any decision with respect to the Option. The Securities are held through the Depository Trust Company (“DTC”). As of July 16, 2008, there was approximately $230,385,000 aggregate principal amount of Securities outstanding and DTC was and is the sole record Holder of the Securities.

     The Common Stock into which the Securities are convertible are listed on the NASDAQ Global Select Market, under the symbol “CDNS”. The following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Stock as reported on the NASDAQ Global Select Market.

	High		Low
Year ended December 30, 2006
First Quarter	$	18.56	$	16.33
Second Quarter		19.65		16.33
Third Quarter		17.52		14.93
Fourth Quarter		18.99		16.70
Year ended December 29, 2007
First Quarter	$	21.23	$	17.65
Second Quarter		24.90		20.94
Third Quarter		22.99		19.53
Fourth Quarter		22.45		15.96
Year ended December 27, 2008
First Quarter	$	17.18	$	9.89
Second Quarter		11.73		10.02
Third Quarter (through July 15, 2008)		10.28		9.42

     On July 15, 2008, the last reported sales price of the Common Stock on the NASDAQ Global Select Market was $9.98 per share. As of June 28, 2008, there were 260,256,338 shares of Common Stock outstanding. The Company urges you to obtain current market information for the Securities, to the extent available, and the Common Stock before making any decision to surrender your Securities pursuant to the Option.

     2.5 Redemption. The Securities are not redeemable by the Company before August 15, 2008. On or after that date, the Securities are redeemable for cash at any time at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed.

5

     2.6 Fundamental Change. The Securities may be put to the Company at the option of the Holder if there is a Fundamental Change (as defined in the Indenture) at a redemption price equal to 100% of the principal amount of the Securities repurchased. Under some circumstances upon a Fundamental Change, the Company may choose to pay the repurchase price in cash, shares of Common Stock or a combination of cash and shares of Common Stock.

     2.7 Ranking. The Securities are unsecured obligations of the Company and rank equally with the Company’s other existing and future unsecured senior indebtedness. The Securities are structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries.

     3. Procedures to be Followed by Holders Electing to Surrender Securities for Repurchase. Holders will not be entitled to receive the Repurchase Price for their Securities unless they validly deliver and do not withdraw a Repurchase Notice at or before 5:00 p.m., New York City time, on August 14, 2008 and surrender their Securities for cancellation. Only registered Holders are authorized to deliver a Repurchase Notice to surrender their Securities for repurchase. Holders may surrender some or all of their Securities; however, if you are surrendering only a portion of your Securities, such Securities must be in $1,000 principal amount or an integral multiple thereof.

     A Holder who is a DTC participant may elect to surrender to the Company his, her or its beneficial interest in the Securities by electronically transmitting his, her or its acceptance through DTC’s PTS no later than 5:00 p.m., New York City time, on August 14, 2008, subject to the terms and procedures of that system. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and agreement to be bound by the Repurchase Notice.

     If Holders do not validly deliver and not withdraw a Repurchase Notice at or before 5:00 p.m., New York City time, on August 14, 2008, their Securities will remain outstanding, subject to the existing terms of the Securities.

     HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

     3.1 Method of Delivery. The method of delivery of the Securities, the related Repurchase Notice and all other required documents, including delivery through DTC and acceptance through DTC’s PTS, is at the election and risk of the person surrendering such Securities and delivering such Repurchase Notice and delivery will be deemed made only when actually received by the Paying Agent. The date of any postmark or other indication of when a Security or the Repurchase Notice was sent will not be taken into account in determining whether such materials were timely received. If such delivery is by mail, it is suggested that Holders use properly insured, registered mail with return receipt requested, and that Holders mail the required documents sufficiently in advance of the Repurchase Date to permit delivery to the Paying Agent no later than 5:00 p.m., New York City time, on August 14, 2008.

     3.2 Repurchase Notice. Pursuant to the Indenture, the Repurchase Notice must contain:

• the certificate number of the Securities being delivered for repurchase;

• the portion of the principal amount of the Securities which will be delivered to be repurchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof; and

• a statement that such Securities shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified in the Indenture and paragraph 6 of the Securities.

     3.3 Delivery of Securities.

     Securities in Certificated Form. To receive the Repurchase Price, a Repurchase Notice must be validly delivered to the Paying Agent and not withdrawn at or before 5:00 p.m. New York City time on August 14, 2008 and the Securities must be surrendered for repurchase on, before or after the Repurchase Date. The delivery of the Security is a condition to receipt by the Holder of the Repurchase Price for that Security.

6

     Securities Held Through a Custodian. A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his, her or its Securities and instruct such nominee to surrender the Securities for repurchase on the Holder’s behalf.

     Securities in Global Form. A Holder who is a DTC participant may elect to surrender to the Company his, her or its beneficial interest in the Securities by:

• electronically transmitting his, her or its acceptance through DTC’s PTS no later than 5:00 p.m., New York City time, on August 14, 2008, subject to the terms and procedures of that system. In surrendering through PTS, the electronic instructions sent to DTC by the Holder and transmitted by DTC to the Paying Agent will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and an agreement to be bound by the Repurchase Notice; and

• delivering to the Paying Agent’s account at DTC through DTC’s book-entry system his, her or its beneficial interest in the Securities. Delivery of the beneficial interest in the Security is a condition to receipt by the Holder of the Repurchase Price for that Security.

     The Securities and the Repurchase Notice must be delivered to the Paying Agent in the manner set forth herein to collect payment. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

     HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

     4. Right of Withdrawal. Repurchase Notices may be withdrawn at any time at or before 5:00 p.m., New York City time, on August 14, 2008. In order to withdraw a Repurchase Notice, Holders must deliver to the Paying Agent written notice, substantially in the form enclosed herewith, containing:

• the principal amount of the Security in respect to which such notice of withdrawal is being submitted;

• the certificate number(s) (if such Security is held in other than Global Form) in respect of which such notice of withdrawal is being submitted; and

• the principal amount, if any, of such Securities which remain subject to the original Repurchase Notice and which have been or will be delivered to the Paying Agent for repurchase by the Company.

     The signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) unless such Securities have been surrendered for repurchase for the account of an Eligible Institution. Securities subject to any properly withdrawn Repurchase Notice will be deemed not validly surrendered for purposes of the Option. Securities withdrawn from the Option may be resurrendered by following the Repurchase Notice procedures described in Section 3 above.

     HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC.

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     5. Payment for Surrendered Securities. The Repurchase Price for any Securities with respect to which a valid Repurchase Notice has been delivered and not withdrawn shall be paid to the Holder promptly following the later of the Repurchase Date and the time of delivery of such Securities by the Holder thereof in the manner required by the Indenture. Each Holder of a beneficial interest in the Securities that has properly delivered a Repurchase Notice with respect to such beneficial interest through DTC and not validly withdrawn such delivery at or before 5:00 p.m., New York City time, on August 14, 2008, will receive the Repurchase Price promptly following the later of the Repurchase Date and the time of delivery of such Securities by the Holder thereof to the Paying Agent in the manner required by the Indenture.

     The total amount of funds required by the Company to repurchase all of the Securities is approximately $230.96 million (assuming all of the Securities are validly surrendered for repurchase and accepted for payment). Tendered Securities will be repurchased with cash on hand.

     6. Securities Acquired. Any Securities repurchased by the Company pursuant to the Option will be cancelled by the Trustee, pursuant to the terms of the Indenture.

     7. Plans or Proposals of the Company.

     On May 2, 2008, the Company made a proposal to Mentor Graphics Corporation (“Mentor”) to acquire all of the outstanding shares of Mentor common stock for cash consideration of $16 per Mentor share, representing a total value of approximately $1.6 billion. There are no assurances that any acquisition of Mentor will be completed.

     Except as otherwise described herein or in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”) from time to time either before or after the date of this Schedule TO, the Company currently has no plans that would be material to a Holder’s decision to surrender the Securities for repurchase in the Option that relate to or which would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company, or any of its subsidiaries;

• any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

• any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

• any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;

• any other material change in the corporate structure or business of the Company;

• any class of equity security of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association;

• any class of equity security of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

• the suspension of the obligation of the Company to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or

• any changes in the charter, bylaws or other governing instruments of the Company, or other actions that could impede the acquisition of control of the Company.

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     8. Interests of Directors, Executive Officers and Affiliates of the Company in the Securities. Except as otherwise disclosed below, to the knowledge of the Company:

• none of the Company or its executive officers, directors, subsidiaries or other affiliates has any beneficial interest in the Securities;

• none of the officers or directors of the subsidiaries of the Company has any beneficial interest in the Securities;

• the Company will not repurchase any Securities from such persons; and

• during the 60 days preceding the date of this Company Notice, none of the Company or its officers, directors or affiliates has engaged in any transactions in the Securities.

     A list of the directors and executive officers of the Company is attached to this Company Notice as Annex A.

     In connection with services to the Company, each of the Company’s executive officers and directors is a party to stock option, stock unit or restricted stock plans or other arrangements involving the Common Stock. Except as described above, the Company is not and to the knowledge of the Company, none of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Option or with respect to the Securities, including, but not limited to, any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

     9. Purchases of Securities by the Company and Their Respective Affiliates. Each of the Company and its affiliates, including its executive officers and directors, are prohibited under applicable U.S. federal securities laws from repurchasing the Securities (or the right to repurchase the Securities) other than through the Option until at least the tenth business day after the Repurchase Date. Following such time, if any Securities remain outstanding, the Company and its affiliates may purchase Securities in the open market, in private transactions, through a subsequent tender offer, or otherwise, any of which may be consummated at purchase prices higher or lower than the Repurchase Price. Any decision to purchase Securities after the expiration of the Option, if any, will depend upon many factors, including the market price of the Securities, the amount of Securities surrendered for purchase pursuant to the Option, the market price of the Common Stock, the business and financial position of the Company, and general economic and market conditions.

     10. Material United States Tax Considerations.

     U.S. Federal Income Tax Considerations. The following discussion, which is for general information only, is a summary of the material U.S. federal income tax considerations relating to the surrender of Securities for purchase pursuant to the Option. This discussion does not purport to be a complete analysis of all potential tax effects of the sale of the Securities pursuant to the Option. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Moreover, this summary applies only to Holders who hold Securities as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not purport to deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, tax exempt investors, dealers in securities and currencies, U.S. expatriates, persons holding the Securities as a position in a “straddle,” “hedge,” “conversion” or other integrated transaction for tax purposes, investors that have elected mark-to-market accounting, partnerships (or entities treated as partnerships for U.S. federal income tax purposes) holding the Securities or U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. Further, this discussion does not address the consequences under U.S. federal estate or gift tax laws or the laws of any U.S. state or locality or any foreign jurisdiction. If a partnership holds the Securities, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A person that is a partner in a partnership holding the Securities should consult its own tax advisor regarding the tax consequences of surrendering the Securities pursuant to the Option. For purposes of this

9

discussion, a “U.S. Holder” means a beneficial owner of Securities that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity that has elected to be treated as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; and (iv) a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions; and certain electing trusts that were in existence and treated as U.S. trusts on August 20, 1996. As used herein, the term “non-U.S. Holder” means a beneficial owner of Securities, other than a partnership, that is not a U.S. Holder as defined above.

U.S. Holders

     Sale of the Securities. A sale of Securities by a U.S. Holder pursuant to the Option will be a taxable transaction to such U.S. Holder for U.S. federal income tax purposes. A U.S. Holder who receives cash in exchange for Securities pursuant to the Option will recognize taxable gain or loss equal to the difference between (i) the amount of cash received, and (ii) the Holder’s adjusted tax basis in the Securities surrendered. A U.S. Holder’s adjusted tax basis in the Securities will generally equal the U.S. Holder’s cost of the Securities, reduced by any amortizable bond premium deducted with respect to the Securities, increased by any original issue discount or market discount previously included in income by such Holder with respect to such Securities. Subject to the market discount rules discussed below, such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Holder held the Securities for more than one year. Long-term capital gain of non-corporate taxpayers is generally subject to a maximum tax rate of 15%. The deductibility of capital losses is subject to limitations.

     Market Discount. A U.S. Holder who acquired the Securities at a market discount generally will be required to treat any gain recognized upon the purchase of its Securities pursuant to the Option as ordinary income rather than capital gain to the extent of the accrued market discount, unless the U.S. Holder has included market discount in income as it accrued. Subject to a de minimis exception, “market discount” generally equals the excess of the “adjusted issue price” (the sum of the issue price of the Securities and the aggregate amount of original issue discount includible in gross income by all prior holders of the Securities) of the Securities at the time acquired by the Holder over the Holder’s initial tax basis in the Securities.

Non-U.S. Holders

     Sale of the Securities. A Non-U.S. Holder who receives cash in exchange for the Securities pursuant to the Option will realize capital gain or loss in an amount equal to the difference between (i) the amount of cash received and (ii) the Non-U.S. Holder’s adjusted tax basis in the Securities. Subject to the discussion below regarding the backup withholding requirements of the Code, any gain realized by a Non-U.S. Holder on the exchange generally will not be subject to U.S. federal income tax on unless: (a) the gain is effectively connected with the conduct by such non-U.S. Holder of a trade or business, or, in the case of a treaty resident, is attributable to a permanent establishment or a fixed base, in the United States, or (b) such non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met.

     A non-U.S. holder described in clause (a) above will be subject to U.S. federal income tax on the net gain derived from the sale in the same manner as a U.S. holder. If a non-U.S. holder is eligible for the benefits of a tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income tax in the manner specified by the treaty. To claim the benefit of a treaty, a non-U.S. holder must properly submit an IRS Form W-8BEN (or suitable successor or substitute form). A non-U.S. holder that is a foreign corporation and is described in clause (a) above will be subject to tax on gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual non-U.S. holder described in the second clause (b) above will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the holder is not considered a resident of the United States.

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Backup Withholding

     Under the backup withholding provisions of the Code, a U.S. Holder who surrenders the Securities for repurchase will generally be subject to backup withholding at the rate of 28% of any gross payment if (a) such Holder fails to provide a certified Taxpayer Identification Number (Employer Identification Number or Social Security Number) or certification of exempt status, (b) has been notified by the Internal Revenue Service that it is subject to backup withholding as a result of the failure to properly report payments of interest or dividends, or (c) in certain circumstances, has failed to certify under penalty of perjury that it is not subject to backup withholding. U.S. Holders electing to surrender Securities should complete the Substitute Form W-9 which is part of the Repurchase Notice and attach it to the Securities being surrendered.

     If a non-U.S. Holder holds Securities through the non-U.S. office of a non-U.S. related broker or financial institution, backup withholding and information reporting generally will not be required. Information reporting, and possibly backup withholding, may apply if the Securities are held by a non-U.S. Holder through a U.S. broker or financial institution or the U.S. office of a non-U.S. broker or financial institution and the non-U.S. Holder fails to provide appropriate information (on Form W-8BEN or other applicable form). Non-U.S. Holders should consult their tax advisors with respect to the application of U.S. information reporting and backup withholding rules to the disposition of Securities pursuant to the Option.

     Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability provided the required information is properly furnished to the Internal Revenue Service on a timely basis.

     All descriptions of tax considerations are for Holders’ guidance only and are not tax advice. The Company recommends that the Holders consult with their tax and financial advisors with respect to the tax consequences of surrendering the Securities for repurchase, including the applicability and effect of state, local and foreign tax laws, before surrendering their Securities for repurchase.

     11. Additional Information. The Company is subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at 100 F Street, NE, Washington, D.C. 20549. Such material may also be accessed electronically by means of the SEC’s home page on the Internet at www.sec.gov.

     The Company has filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Option. The Tender Offer Statement on Schedule TO, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

     The documents listed below contain important information about the Company and its financial condition.

• The Company’s annual report on Form 10-K for its fiscal year ended December 29, 2007;

• All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K mentioned above;

• All documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Company Notice; and

• The description of Capital Stock set forth in the Registration Statement on Form S-3 ASR (File No. 333-145000) filed on July 31, 2007, including any amendment or report filed with the SEC for the purpose of updating such description.

     In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct.

     12. No Solicitations. The Company has not employed any persons to make solicitations or recommendations in connection with the Option.

     13. Liquidated Damages. Unless the Company defaults in making payment of the Repurchase Price, liquidated damages (as defined in that certain Registration Agreement between the Company and the Initial Purchasers thereof, dated as of August 15, 2003), if any, on the Securities will cease to accrue on and after the Repurchase Date.

     14. Definitions. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.

     15. Conflicts. In the event of any conflict between this Company Notice and the accompanying Repurchase Notice on the one hand and the terms of the Indenture or any applicable laws on the other hand, the terms of the Indenture or applicable laws, as the case may be, will control.

     None of the Company or its board of directors or employees are making any recommendation to any Holder as to whether to surrender or refrain from surrendering Securities for repurchase pursuant to this Company Notice. Each Holder must make his, her or its own decision whether to surrender his, her or its Securities for repurchase and, if so, the principal amount of Securities to surrender based on their own assessment of current market value and other relevant factors.

CADENCE DESIGN SYSTEMS, INC.

July 16, 2008

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ANNEX A

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the names of each of the members of the Company’s board of directors and executive officers.

Name	Position Held
Michael J. Fister	President and Chief Executive Officer, Director
Kevin Bushby	Executive Vice President, Worldwide Field Operations
James S. Miller, Jr.	Executive Vice President, Products and Technologies Organization
William Porter	Executive Vice President and Chief Administrative Officer
James J. Cowie	Senior Vice President, General Counsel and Secretary
Kevin S. Palatnik	Senior Vice President and Chief Financial Officer
Dr. John B. Shoven	Chairman of the Board
Donald L. Lucas	Director
Dr. Alberto Sangiovanni-Vincentelli	Director
George M. Scalise	Director
Roger S. Siboni	Director
John A.C. Swainson	Director
Lip-Bu Tan	Director

A-1

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

REPURCHASE NOTICE
TO SURRENDER
CADENCE DESIGN SYSTEMS, INC.
ZERO COUPON ZERO YIELD SENIOR
CONVERTIBLE NOTES DUE 2023

CUSIP Numbers: 127387AB4 and 127387AA6

Pursuant to the Company Notice
Dated July 16, 2008

     This Repurchase Notice relates to the repurchase of Zero Coupon Zero Yield Senior Convertible Notes due 2023 (the “Securities”) of Cadence Design Systems, Inc., a Delaware corporation (the “Company”), at the option of the Holder thereof, pursuant to the terms and conditions specified in the Securities and as set forth in the Company Notice to Holders of Securities, dated July 16, 2008, and the Indenture, dated August 15, 2003 (the “Indenture”), by and between the Company and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), as Trustee (the “Paying Agent”).

Your right to deliver your Repurchase Notice to have your Securities repurchased by the Company will expire at 5:00 p.m., New York City time, on Thursday August 14, 2008, which is the close of business on the Business Day preceding the Repurchase Date, August 15, 2008 (the “Repurchase Date”). Holders of the Securities (the “Holders”) must validly deliver a Repurchase Notice (and not have withdrawn such Repurchase Notice) no later than 5:00 p.m., New York City time, on August 14, 2008, in order to receive $1,002.50 per $1,000 principal amount of Securities (the “$1,000 principal amount”). Repurchase Notices may be withdrawn at any time at or before 5:00 p.m., New York City time, on August 14, 2008. Holders must also surrender a Security subject to a valid and timely Repurchase Notice to the Paying Agent before receiving any Repurchase Price with respect to that Security. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY (“DTC”) NEED NOT SUBMIT A PHYSICAL COPY OF THIS REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

     The Paying Agent is:

In Person or Overnight Mail:	By Registered or Certified Mail:
The Bank of New York Mellon Corporation	The Bank of New York Mellon Corporation
Corporate Trust Operations	Corporate Trust Operations
101 Barclay — 7 East	101 Barclay — 7 East
New York, NY 10286	New York, NY 10286
Attn: Mr. William Buckley	Attn: Mr. William Buckley
Tel: (212) 815-5788	Tel: (212) 815-5788

     The instructions accompanying this Repurchase Notice should be read carefully before this Repurchase Notice is completed.

     This Repurchase Notice can be used only if:

• certificates representing the Securities are to be physically delivered to the Paying Agent, or

• a surrender of the Securities is being made by book-entry transfer to the Paying Agent’s account at DTC through the DTC’s Automatic Tenders over the Participant Terminal System (“PTS”), subject to the terms and procedures of that system. Holders that surrender through DTC need not submit a physical Repurchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC.

     Any beneficial owner whose Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to surrender such Securities should contact such registered Holder of the Securities promptly and instruct such registered Holder to surrender on behalf of the beneficial owner.

     Delivery of this Repurchase Notice and all other required documents to an address other than as set forth above does not constitute valid delivery to the Paying Agent. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. The method of delivery of all documents, including certificates representing Securities, is at the risk of the Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. You must sign this Repurchase Notice in the appropriate space provided therefore, with signature guarantee if required, and complete the substitute Form W-9 set forth below. See instructions 1, 2 and 12.

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Ladies and Gentlemen:

     By execution of this Repurchase Notice, each signatory hereof (the “Undersigned”) represents that the Undersigned has received the Company Notice to Holders of Cadence Design Systems, Inc. Zero Coupon Zero Yield Senior Convertible Notes due 2023, dated July 16, 2008 (the “Company Notice”), of Cadence Design Systems, Inc., a Delaware corporation (the “Company”), which provides the notice to the holders (the “Holders”) required pursuant to the Indenture, dated August 15, 2003 (the “Indenture”), by and between the Company and The Bank of New York Mellon Corporation (as successor trustee to J.P. Morgan Trust Company, National Association), a national banking association organized and existing under the laws of the United States of America (the “Paying Agent”). This Repurchase Notice relates to the Company’s Zero Coupon Zero Yield Senior Convertible Notes due 2023 (the “Securities”), and the Holder’s right to surrender the Securities for repurchase by the Company for $1,002.50 per $1,000 principal amount of the Securities (the “Repurchase Price”), subject to the terms and conditions of the Indenture, the Securities and the Company Notice. Upon the terms and subject to the conditions set forth herein and the Indenture, and effective upon the acceptance for payment thereof, the Undersigned hereby irrevocably sells, assigns and transfers all right and title to the Company in and to the Securities surrendered hereby.

     The Undersigned hereby irrevocably constitutes and appoints the Paying Agent the true and lawful agent and attorney-in-fact of the Undersigned (with full knowledge that the Paying Agent also acts as the agent of the Company) with respect to such Securities, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) present such Securities and all evidences of transfer and authenticity to, or transfer ownership of, such Securities on the account books maintained by the Depository Trust Company (“DTC”) to, or upon the order of, the Company, (2) present such Securities for transfer and cancellation on the books of the relevant security registrar, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms of and conditions to the Company Notice and the Indenture.

     The Undersigned hereby represents and warrants that:

     (a) the Undersigned owns the Securities surrendered hereby as contemplated by Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly surrender the Securities surrendered hereby;

     (b) when and to the extent the Company accepts such Securities for payment, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their surrender or transfer, and not subject to any adverse claim;

     (c) on request, the Undersigned will execute and deliver any additional documents that the Paying Agent or the Company deems necessary or desirable to complete the surrender of the Securities surrendered for repurchase hereby and accepted for payment; and

     (d) the Undersigned agrees to all of the terms of the Company Notice and this Repurchase Notice.

     The Undersigned understands that surrender of the Securities is not made in acceptable form until receipt by the Paying Agent of this Repurchase Notice, duly completed and signed, together with all accompanying evidence of authority in form satisfactory to the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent). All questions as to form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities for repurchase hereunder will be determined by the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent) and such determination shall be final and binding on all parties.

     The Undersigned understands that all Securities subject to a Repurchase Notice properly submitted and not withdrawn at or before 5:00 p.m., New York City time, on Thursday August 14, 2008 will be purchased at the Repurchase Price, in cash, upon the terms and conditions specified in the Indenture and the Securities and as set forth in the Company Notice. The Undersigned understands that acceptance of a Repurchase Notice by the Company for payment will constitute a binding agreement between the Undersigned and the Company upon the

2

terms and subject to the conditions of the Indenture, the Company Notice and this Repurchase Notice. Holders must also surrender a Security subject to a valid and timely Repurchase Notice to the Paying Agent before receiving any Repurchase Price with respect to that Security.

     The check for the aggregate Repurchase Price for the Securities surrendered hereby and repurchased by the Company will be issued to the order of the Undersigned and mailed to the address indicated in the box entitled “Description of Securities Being Surrendered for Repurchase,” unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” herein. In the event that the boxes entitled “Special Issuance Instructions” and/or “Special Delivery Instructions” are completed, the check will be issued in the name of, and the payment of the aggregate Repurchase Price will be mailed to, the address so indicated.

     All authority conferred or agreed to be conferred in this Repurchase Notice shall not be affected by and shall survive the death or incapacity of the Undersigned, and any obligations of the Undersigned under this Repurchase Notice shall be binding upon the heirs, personal representatives, successors and assigns of the Undersigned.

NOTE: SIGNATURES MUST BE PROVIDED

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

3

DESCRIPTION OF SECURITIES BEING SURRENDERED FOR REPURCHASE

Name(s) and Address(es) of Registered Holder(s)	Securities Surrendered for Repurchase
(Please fill in exactly as name(s) appear(s) on Securities)(1)	(Attach additional signed list, if necessary)
	Security Certificate Number(s)(2)	Principal Amount Represented by Securities	Principal Amount Surrendered for Repurchase(3)
	Total Amount Surrendered for Repurchase

(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent’s record of registered Holders or, if surrendered by a DTC participant, exactly as such participant’s name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if the Securities are being surrendered for repurchase by book-entry transfer.
(3)	If you desire to surrender for repurchase less than the entire principal amount evidenced by the Securities listed above, please indicate in this column the portion of the principal amount of such Securities that you wish to surrender for repurchase, otherwise, the entire principal amount evidenced by such Securities will be deemed to have been surrendered for repurchase.

METHOD OF DELIVERY

o CHECK HERE IF SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH.

o CHECK HERE IF SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:

DTC Account Number:

Contact Person:

Address:

Telephone (with international dialing code):

Facsimile (with international dialing code):

Date Surrendered:

Transaction Code Number:

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SPECIAL ISSUANCE
INSTRUCTIONS

(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Repurchase Price of Securities purchased are to be issued in the name of and sent to someone other than the Undersigned, or if Securities surrendered by book-entry transfer that are not accepted for repurchase are to be credited to an account maintained at DTC other than the one designated above.

Issue Check and/or Securities to:

     Name:

(Please Print)

     Address:

(Include Zip Code)

(Taxpayer Identification Number or
Social Security Number)

     Credit unpurchased Securities by book-entry to DTC account number:

(DTC Account Number)

(Account Party)

SPECIAL DELIVERY
INSTRUCTIONS

(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Repurchase Price of Securities purchased, issued in the name of the Undersigned, are to be sent to someone other than the Undersigned, or to the Undersigned at an address other than that indicated above.

Mail Check and/or Securities to:

     Name:

(Please Print)

     Address:

(Include Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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SIGN HERE

(See Instructions 1 and 5)

(Please Complete Substitute Form W-9)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Repurchase Notice. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer’s full title.

Signature(s) of Holder(s)

Date:                                          , 2008

Name(s):

(Please Print)

Capacity:

Area Code(s) and Telephone Number(s):

Tax Id./S.S. Number(s):

(Taxpayer Identification Number(s) or Social Security Number(s))

Address(es):

(Include Zip Code)

The Guarantee Below Must be Completed.

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:

Date:                                         , 2008

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INSTRUCTIONS

Forming Part of the Terms and Conditions of this Repurchase Notice

     1. Delivery of Repurchase Notice and Securities. This Repurchase Notice can be used only if the Securities are to be delivered to the Paying Agent or a surrender of the Securities is being made by book-entry transfer to the Paying Agent’s account at DTC. Holders that surrender the Securities through DTC need not submit a physical Repurchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC. Securities or confirmation of the delivery of the Securities by book-entry transfer to the Paying Agent through DTC, together with a properly completed and duly executed Repurchase Notice or agent’s message and any other required documents, should be delivered to the Paying Agent at the appropriate address set forth on the first page of this Repurchase Notice. A properly completed and duly executed Repurchase Notice must be received by the Paying Agent no later than 5:00 p.m., New York City time, on Thursday, August 14, 2008. Holders must also surrender a Security subject to a valid and timely Repurchase Notice to the Paying Agent before receiving any Repurchase Price with respect to that Security. The term “agent’s message” means a message, transmitted to DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the Undersigned agrees to be bound by this Repurchase Notice and that the Company may enforce this Repurchase Notice against the Undersigned. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

     The method of delivery of all documents, including the Securities, this Repurchase Notice and any other required documents, is at the election and risk of the surrendering Holder(s). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

     Each surrendering Holder, by execution of this Repurchase Notice, waives any right to receive any notice of the acceptance of his, her or its surrender.

     2. Guarantee of Signatures. No signature guarantee is required if either:

     (a) this Repurchase Notice is signed by the registered Holder(s) of the Securities (which term, for purposes of this Repurchase Notice, includes any participant in DTC whose name appears on a security position listing as the Holder of such Securities) surrendered with the Repurchase Notice, unless such Holder has completed the box entitled “Special Issuance Instructions” and/or “Special Delivery Instructions” above; or

     (b) the Securities surrendered with this Repurchase Notice are surrendered for the account of an eligible guarantor institution, as defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”).

     In all other cases an Eligible Institution must guarantee the signatures on this Repurchase Notice. See Instruction 5.

     3. Inadequate Space. If the space provided in the box captioned “Description of Securities Being Surrendered for Repurchase” is inadequate, the Security certificate numbers, the principal amount represented by the Securities and the principal amount surrendered should be listed on a separate signed schedule and attached to this Repurchase Notice.

     4. Partial Surrenders and Unpurchased Securities. (Not applicable to Holders who surrender by book-entry transfer.) If less than all of the principal amount evidenced by the Securities is to be surrendered for repurchase, fill in the portion of the principal amount of such Securities which is to be surrendered for repurchase in the column entitled “Principal Amount Surrendered for Repurchase” in the box captioned “Description of Securities Being Surrendered for Repurchase.” In such case, a new certificate for the remainder of the Securities evidenced by the old certificate will be issued and sent to the registered Holder(s), unless otherwise specified in the box entitled “Special Issuance Instructions” and/or “Special Delivery Instructions” in this Repurchase Notice, as promptly as practicable following the Repurchase Date; provided, however, that each Security purchased shall be in a principal amount of $1,000 or integral multiples thereof unless such requirement was waived in a previous tender offer for the

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Securities. The full principal amount of Securities listed and delivered to the Paying Agent is deemed to have been surrendered unless otherwise indicated.

     5. Signatures on Repurchase Notice and Endorsements.

     (a) If this Repurchase Notice is signed by the registered Holder(s) of the Securities surrendered for repurchase hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Securities without any change whatsoever.

     (b) If the Securities are registered in the names of two or more joint Holders, each such Holder must sign this Repurchase Notice.

     (c) If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Repurchase Notices as there are different registrations of Securities.

     (d) (Not applicable to Holders who surrender by book-entry transfer.) When this Repurchase Notice is signed by the registered Holder(s) of the Securities and transmitted hereby, no endorsements of Securities is required unless payment is to be made, or the Securities not surrendered or not purchased are to be issued, to a person other than the registered Holder(s). See Instruction 2. In such an event, signature(s) on such Securities must be guaranteed by an Eligible Institution. If this Repurchase Notice is signed by a person other than the registered Holder(s) of the Securities listed, the assignment form on the Securities must be completed and signed exactly as the name(s) of the registered Holder(s) appear on the Securities and signature(s) on such Securities must be guaranteed by an Eligible Institution. See Instruction 2.

     (e) If this Repurchase Notice is signed by attorneys-in-fact, executors, administrators, trustees, guardians, partners, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act.

     6. Special Payment and Special Delivery Instructions. The surrendering Holder(s) signing this Repurchase Notice should indicate in the applicable box or boxes the name and address to which Securities for principal amounts not surrendered or checks for payment of the aggregate Repurchase Price are to be issued or sent, if different from the name(s) and address(es) of such Holder(s). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered will be returned to the Holder(s). Any Holder(s) surrendering by book-entry transfer may request that Securities not surrendered be credited to such account at DTC as such Holder(s) may designate under the caption “Special Issuance Instructions.” If no such instructions are given, any such Securities not surrendered will be returned by crediting the account at DTC designated above.

     7. Irregularities. The Company will determine, in its sole discretion, all questions as to the form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities and its determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all surrenders of Securities it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the surrender of any particular Security. No surrender of Securities will be deemed to have been properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with surrenders must be cured within such time as the Company shall determine. The Company’s interpretation of the terms of the Repurchase Notice (including these instructions) will be final and binding on all parties. None of the Company, the Paying Agent or any other person is or will be obligated to give notice of any defects or irregularities in surrenders of Securities and none of them will incur any liability for failure to give such notice.

     8. Mutilated, Lost, Stolen or Destroyed Certificates for Securities. Any Holder(s) whose certificates for Securities have been mutilated, lost, stolen or destroyed should write to or telephone the Paying Agent at the address or telephone number set forth on the front cover page of this Repurchase Notice.

8

     The Holder will then be instructed by the Paying Agent as to the steps that must be taken in order to replace the certificates. This Repurchase Notice and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

     9. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Paying Agent and additional copies of the Company Notice and this Repurchase Notice may also be obtained from the Paying Agent.

     10. Withdrawal Rights. You may withdraw a previously delivered Repurchase Notice at any time until 5:00 p.m., New York City time, on August 14, 2008. See Section 4 of the Company Notice for a more detailed description of withdrawal rights.

     11. Transfer Taxes. If payment of the Repurchase Price is to be made to, or if the Securities not surrendered or purchased are to be registered in the name of, any persons other than the registered Holder(s), or if surrendered Securities are registered in the name of any person other than the person(s) signing this Repurchase Notice, the amount of any transfer taxes (whether imposed on the registered Holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the Repurchase Price unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted.

     12. Taxpayer Identification Number. Each Holder surrendering the Securities is required to provide the Paying Agent with the Holder’s correct taxpayer identification number (“TIN”), generally the Holder’s Social Security or federal employer identification number, and certain other information, on Substitute Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. Additionally, a Holder must cross out item (2) in the Certification box on Substitute Form W-9 if the Holder is subject to backup withholding. Failure to provide the information on the form may subject the Holder to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on the payments made to the Holder or to the payee with respect to Securities purchased pursuant to the Company Notice. The box in Part 3 of the form should be checked if the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN. If a Holder complies with these requirements, the payment will not be subject to backup withholding if the TIN is provided to the Paying Agent by the time payment is made. The Paying Agent will withhold 28% on all payments of the Repurchase Price if a TIN is not provided to the Paying Agent by the time payment is made. If this applies, the Holder must complete the “Certificate of Awaiting Taxpayer Identification Number.”

     Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Paying Agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder’s exempt status, or other applicable IRS Form W-8 (including IRS Form W-8IMY or W-8ECI). The applicable Form W-8 can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

     If backup withholding applies, the Paying Agent is required to withhold 28% of any Repurchase Price payments made to the Holder or to the payee. Backup withholding is not an additional federal income tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability provided the required information is furnished to the IRS. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

9

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF WITHDRAWAL
OF SURRENDER OF
CADENCE DESIGN SYSTEMS, INC.
ZERO COUPON ZERO YIELD SENIOR CONVERTIBLE NOTES DUE 2023

CUSIP Numbers: 127387AB4 and 127387AA6

Pursuant to the Company Notice
dated July 16, 2008

THIS OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON AUGUST 14, 2008, THE CLOSE OF BUSINESS ON THE BUSINESS DAY PRIOR TO THE REPURCHASE DATE, AUGUST 15, 2008 (THE “REPURCHASE DATE”). HOLDERS OF CADENCE DESIGN SYSTEMS, INC. ZERO COUPON ZERO YIELD SENIOR CONVERTIBLE NOTES DUE 2023 (THE “SECURITIES”) MUST SUBMIT A REPURCHASE NOTICE NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2008 IN ORDER TO RECEIVE $1,002.50 PER $1,000 PRINCIPAL AMOUNT OF SECURITIES (THE “REPURCHASE PRICE”). REPURCHASE NOTICES MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2008. HOLDERS MUST ALSO SURRENDER THE SECURITY SUBJECT TO A VALID AND TIMELY REPURCHASE NOTICE TO THE PAYING AGENT BEFORE RECEIVING ANY REPURCHASE PRICE FOR THAT SECURITY. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL REPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is:

The Bank of New York Mellon Corporation
Corporate Trust Operations
101 Barclay — 7 East
New York, NY 10286
Attn: Mr. William Buckley
Tel: (212) 815-5788

     All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated July 16, 2008, and the accompanying Repurchase Notice, of Cadence Design Systems, Inc. (the “Company”), relating to the repurchase by the Company, at the option of the Holder thereof, of the Company’s Zero Coupon Zero Yield Senior Convertible Notes due 2023 (the “Securities”) for $1,002.50 per $1,000 principal amount of the Securities, subject to the terms and conditions of the Indenture and the Option.

     This Notice of Withdrawal is to be completed by registered Holders of Securities desiring to withdraw the delivery of a Repurchase Notice with respect to such Securities in the Option if (i) a Repurchase Notice has previously been delivered to the Paying Agent, or (ii) delivery of a Repurchase Notice has been previously made pursuant to the procedures of the DTC described under the caption “Procedures to be Followed by Holders Electing to Surrender Securities for Repurchase” in the Company Notice.

Ladies and Gentlemen:

     The Undersigned hereby withdraws the Undersigned’s previously delivered Repurchase Notice with respect to the Securities described below.

     The Undersigned understands that the withdrawal of the Repurchase Notice with respect to Securities previously surrendered in this Option, effected by this Notice of Withdrawal, may not be rescinded and that such Securities will no longer be deemed to be validly surrendered for repurchase for purposes of the Undersigned’s Repurchase Notice. Such withdrawn Securities may be resurrendered for repurchase only by following the procedures for surrendering set forth in the Company Notice and in the accompanying Repurchase Notice.

     All authority conferred or agreed to be conferred in this Notice of Withdrawal shall not be affected by and shall survive the death or incapacity of the Undersigned, and any obligations of the Undersigned under this Notice of Withdrawal shall be binding upon the heirs, personal and legal representatives, trustees in bankruptcy, successors and assigns of the Undersigned.

* * *

1

DESCRIPTION OF SECURITIES BEING WITHDRAWN

Name(s) and Address(es) of Registered Holder(s)	Securities Being Withdrawn
(Please fill in exactly as name(s) appear(s) on Securities)(1)	(Attach additional signed list, if necessary)
		Principal Amount
	Security Certificate	Represented by	Principal Amount
	Number(s)(2)	Securities	Being Withdrawn(3)
	Total Amount Being Withdrawn

(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent’s record of registered Holders or, if surrendered by a DTC participant, exactly as such participant’s name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if the Securities are being surrendered for repurchase by book-entry transfer.
(3)	Unless otherwise specified, the entire aggregate principal amount evidenced by such Securities will be deemed to have been withdrawn.

METHOD OF DELIVERY

o   CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE PAYING AGENT.

o   CHECK HERE IF SECURITIES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:
Address:
Telephone:
Facsimile:
Contact Person:
Date Surrendered:
DTC Account Number:
Transaction Code Number:

The principal amount, if any, of Securities which remain subject to the original Repurchase Notice and which have been or will be delivered for repurchase by the Company:                                                            

2

SIGN HERE

(To Be Completed by All Registered Holders of Securities Being Withdrawn)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Notice of Withdrawal. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer’s full title.

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Date: __________________, 2008

Name(s):

(Please Print)

Capacity (full title):

Area Code(s) and Telephone Number(s):

The Guarantee Below Must be Completed.

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:

(Include Zip Code)

Date: __________________, 2008

3

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

What Number to Give the Paying Agent

     The Holder is required to give the Paying Agent his, her or its TIN (e.g., Social Security number or Employer Identification Number). If the Securities are held in more than one name or are held not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

PAYER’S NAME: The Bank of New York Mellon Corporation

SUBSTITUTE Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		____________________ Social Security or
			____________________ Employer Identification Number
	Part 2 — Certification — Under penalties of perjury, I certify that:
Department of the Treasury Internal Revenue Service	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payer’s Request for Taxpayer Identification Number (TIN)	Certificate instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).			Part 3 Awaiting TIN      o
	Signature
	Name
	Address	(Please Print)
	Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY GROSS PAYMENTS MADE TO YOU PURSUANT TO THE OPTION. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.  

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me thereafter will be withheld.

Signature _____________________________________________	Date                                         , 2008
Name (please print)

IMPORTANT: The Repurchase Notice must be received by the Paying Agent at the address set forth on the first page of the Repurchase Notice no later than 5:00 p.m., New York City time, on August 14, 2008. Payment of the Repurchase Price with respect to Securities subject to a valid and timely Repurchase Notice will not be made until the Paying Agent receives the Securities or confirmation of book-entry transfer of the Securities and all other required documents.

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

     Guidelines for Determining the Proper Identification Number to Give the Paying Agent.— Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the Paying Agent.

			Give the name and
			EMPLOYER
	Give the SOCIAL SECURITY		IDENTIFICATION
For this type of account:	number of:	For this type of account:	number of:
1.   An individual’s account	The individual	6.   A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4)
2.   Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7.   Corporate account or an LLC electing to be taxed as a corporation	The corporation
3.   Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.   Religious, charitable or educational organization account	The corporation
4.   a. A revocable savings trust account (in which grantor is also trustee)	The grantor trustee (1)	9.   Partnership account held in the name of the business or an LLC that is treated as a partnership	The partnership
b. Any “trust” account that is not a legal or valid trust under State law	The actual owner (1)
5.   Sole proprietorship account	The owner (3)	10.  Association, club, or other tax-exempt organization	The organization
		11.  A broker or registered nominee	The broker or nominee
		12.  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Employer Identification Number or your Social Security Number.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

     If you don’t have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

     To complete Substitute Form W-9 if you do not have a taxpayer identification number and intend to apply for a TIN, the box in Part 3 of the IRS Form W-9 should be checked and a Certificate of Awaiting Taxpayer Identification Number should be completed. If a taxpayer complies with these requirements, the payment will not be subject to backup withholding if the TIN is provided to the Paying Agent by the time payment is made. The Paying Agent will withhold 28% on all payments of the Repurchase Price if a TIN is not provided to the Paying Agent by the time payment is made.

Payees Exempt from Backup Withholding

     Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.

     Payees specifically exempted from backup withholding on ALL payments include the following:

1.	A corporation.
2.	A financial institution.
3.	An organization exempt from tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(F)(2).
4.	The United States or any agency or instrumentality thereof.
5.	A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.
6.	A foreign government or a political subdivision thereof, or any agency or instrumentality thereof.
7.	An international organization or any agency or instrumentality thereof.
8.	A registered dealer in securities or commodities registered in the United States or a possession of the United States.
9.	A real estate investment trust.
10.	A common trust fund operated by a bank under Section 584(a).
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A foreign central bank of issue.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 3

13.	A future commission merchant registered with the Commodities Futures Trading Commission.
14.	A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

     Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

• Payments of patronage dividends where the amount received is not paid in money.

• Payments made by certain foreign organizations.

• Payments made to a nominee.

     Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the Paying Agent’s trade or business, and (iii) you have not provided your correct taxpayer identification number to the Paying Agent.

• Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Payments made to a nominee.

     Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYING AGENT.

     Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

     Privacy Act Notices—Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to the Paying Agent who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The Paying Agent must be given the numbers whether or not recipients are required to file tax returns. The Paying Agent must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the Paying Agent. Certain penalties may also apply.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 4

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to the Paying Agent, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Statements With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information—If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

For more information, please contact:

Investors and Shareholders
Jennifer Jordan
Cadence Design Systems, Inc.
408-944-7100
investor_relations@cadence.com

Media and Industry Analysts
Adolph Hunter
Cadence Design Systems, Inc.
408-914-6016
publicrelations@cadence.com

CADENCE TO REPURCHASE ZERO COUPON ZERO YIELD SENIOR
CONVERTIBLE NOTES DUE 2023 UPON THE ELECTION OF HOLDERS

     SAN JOSE, Calif.—July 16, 2008—Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced that holders of Zero Coupon Zero Yield Senior Convertible Notes due August 15, 2023 have the right to surrender their notes for repurchase as of today. Each holder of the notes has the right to require Cadence to repurchase promptly following the Repurchase Date of August 15, 2008 all or a portion of such holder’s notes for cash at a price equal to $1,002.50 per $1,000 principal amount of notes. If all outstanding notes are surrendered for repurchase, the aggregate Repurchase Price will be approximately $230.96 million.

     In order to surrender the notes for repurchase, a Repurchase Notice must be delivered to The Bank of New York Mellon Corporation, the trustee and paying agent for the notes, no later than 5:00 p.m. New York City time, on August 14, 2008. The holders of notes complying with the transmittal procedures of the Depositary Trust Company need not submit a physical Repurchase Notice to The Bank of New York Mellon Corporation. The holders may withdraw any notes previously surrendered for repurchase at any time no later than 5:00 p.m., New York City time, on August 14, 2008.

     Cadence will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. Cadence will make available to the holders of the notes, through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing notes for repurchase. Note holders are encouraged to read these documents carefully before making any decision with respect to the surrender of the notes, because these documents contain important information regarding the details of Cadence’s obligation to repurchase the notes.

     The notes are convertible under certain circumstances into 63.8790 shares of Cadence common stock per $1,000 principal amount of notes, subject to adjustment under certain circumstances. The notes are not currently convertible.

     This press release does not constitute an offer to purchase the notes. The offer to repurchase is made solely by Cadence’s “Company Notice to Holders of its Zero Coupon Zero Yield Senior Convertible Notes due 2023” dated July 16, 2008.

About Cadence

     Cadence enables global electronic-design innovation and plays an essential role in the creation of today’s integrated circuits and electronics. Customers use Cadence^® software and hardware, methodologies, and services to design and verify advanced semiconductors, consumer electronics, networking and telecommunications equipment,

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and computer systems. Cadence reported 2007 revenues of approximately $1.6 billion, and has approximately 5,100 employees. Cadence is headquartered in San Jose, Calif., with sales offices, design centers, and research facilities around the world to serve the global electronics industry. More information about Cadence and its products and services is available at www.cadence.com.

     Cadence is a registered trademark and the Cadence logo is a trademark of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

     This release may contain certain forward-looking statements. These statements are based on current expectations or beliefs, as well as a number of preliminary assumptions about future events that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, including, among others: economic, business, competitive and/or regulatory factors affecting Cadence’s businesses. All statements contained herein that are not clearly historical in nature are forward-looking. Cadence is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

     For a detailed discussion of these and other cautionary statements, please refer to Cadence’s filings with the Securities and Exchange Commission. These include Cadence’s Annual Report on Form 10-K for the year ended December 29, 2007, Cadence’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 and any current reports on Form 8-K Cadence has filed with the Securities and Exchange Commission.

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