-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S01Vne6wEPilHUV8Jp5n+qijO7Oo4kPsarvoOoulcuhSrn2BVpiJpsTmDEbnhxLB Zxuiklcv+rVdDBwvu/lUqQ== 0000898430-98-004582.txt : 19981231 0000898430-98-004582.hdr.sgml : 19981231 ACCESSION NUMBER: 0000898430-98-004582 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUICKTURN DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000914252 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770159619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98778190 BUSINESS ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 951311013 BUSINESS PHONE: 4089146000 MAIL ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1013 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Quickturn Design Systems, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Pauline Yoshihashi (408) 914-6000 (213) 630-6550 Judith Wilkinson (212) 371-5999 FOR IMMEDIATE RELEASE QUICKTURN BOARD REJECTS MENTOR'S REVISED UNSOLICITED PROPOSAL TO ACQUIRE 14.9% STAKE REMAINS COMMITTED TO STRATEGIC MERGER WITH CADENCE DESIGN SYSTEMS SAN JOSE, Calif., December 30, 1998 -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) said today its Board of Directors unanimously recommended that Quickturn stockholders reject a revised unsolicited proposal by Mentor Graphics Corporation (Nasdaq: MENT) to acquire a 14.9% stake in Quickturn. The Board continues to recommend that stockholders not tender their shares to Mentor, and urges Quickturn stockholders who may have tendered to withdraw their shares. In making its recommendation, the board considered, among other things, that Mentor's revised bid is limited to an offer to purchase 2,100,000 of Quickturn's shares, and the fact that Mentor's purported proposal for a second-step merger is highly conditional. The board also believes that Mentor's proposal could interfere with Quickturn's previously announced strategic combination with Cadence, which the board has determined is in the best interests of Quickturn's stockholders. On December 8, 1998, Quickturn's board unanimously approved a definitive merger agreement with Cadence Design Systems, Inc. (NYSE:CDN) under which Cadence will acquire Quickturn in a tax-free, stock-for-stock transaction with an aggregate purchase price of $253 million for all outstanding shares. Upon closing of the merger, each stockholder of Quickturn will receive Cadence common stock with a value of $14 per share. Keith R. Lobo, president and chief executive officer of Quickturn, said, "Quickturn's board has accepted an offer from Cadence that involves no financing issues, provides all Quickturn stockholders with an attractive, immediate premium for their shares, and allows them to participate in the long-term benefits from this strategic combination. In contrast, Mentor's most recent illusory proposal does not represent a real offer to purchase the entire company, and Mentor has not demonstrated that it has committed financing for such a proposal. Further, as Mentor is well aware, its proposal imposes conditions that would require Quickturn to violate its merger agreement with Cadence. "We believe Mentor's actions are not designed to acquire Quickturn but to interfere with the company's pending transaction with Cadence, thereby denying the benefits of that transaction to Quickturn's stockholders," Mr. Lobo added. "Our board continues to believe a transaction with Cadence is the best way to generate value for all of Quickturn's stockholders. The board further believes that the Cadence transaction will be completed in a timely manner, and does not raise significant antitrust concerns." Quickturn Design Systems, Inc. is the leading provider of verification products and time-to-market engineering (TtME(TM)) services for the design of complex ICs and electronic systems. The company's products are used worldwide by developers of high-performance computing, multimedia, graphics and communications systems. Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013; Telephone: 408/914-6000. For more information, visit the Quickturn Web site at www.quickturn.com or send e-mail to info@quickturn.com. ### -----END PRIVACY-ENHANCED MESSAGE-----