-----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, AcktFJx8eJh+yQ3EOzNfPNEVcP8itEm1nivYMnJXyVy0SVukr4EItyEt0g7B6nTP tysCdqssjMscYf1Bnzji1A== 0001012870-99-000058.txt : 19990108 0001012870-99-000058.hdr.sgml : 19990108 ACCESSION NUMBER: 0001012870-99-000058 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990107 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: 99502118 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 (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 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 (S) 240.14a-11(c) or (S) 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)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- EXHIBIT 72 CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Pauline Yoshihashi (408) 914-6000 (213) 630-6550 Matt Sherman (212) 371-5999 FOR IMMEDIATE RELEASE QUICKTURN'S BOARD REJECTS MENTOR'S JANUARY 6 REVISED UNSOLICITED PROPOSAL TO ACQUIRE 2.1 MILLION SHARES OF QUICKTURN MENTOR'S PURPORTED SECOND-STEP MERGER PROPOSAL CONDITIONS INCLUDE SECURING FINANCING QUICKTURN REMAINS COMMITTED TO STRATEGIC MERGER WITH CADENCE SAN JOSE, Calif., January 7, 1999--Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that its Board of Directors rejected the January 6, 1999 revised unsolicited proposal by Mentor Graphics Corporation (Nasdaq: MENT) to acquire 2,100,000 shares of Quickturn. The Quickturn Board continues to strongly recommend that stockholders not tender their shares to Mentor's partial tender offer, and urges Quickturn stockholders who may have tendered to withdraw their shares. In rejecting Mentor's revised partial tender offer, the Quickturn Board considered, among other things, that Mentor's revised bid is not an offer for all of Quickturn's outstanding shares, but rather is limited to an offer to purchase 2,100,000 shares, or about 11.6%, of Quickturn. The Board also considered the fact that Mentor's purported proposal for a second-step merger is highly conditional and, among other things, is subject to Mentor's securing necessary financing. Mentor's second-step merger proposal also is conditioned on Mentor's ability to conduct due diligence, its negotiation of a merger agreement with Quickturn, and other unspecified conditions. The Quickturn Board also believes that Mentor's proposal could interfere with Quickturn's definitive merger agreement with Cadence Design Systems, Inc. (NYSE: CDN), which the Board reaffirmed is in the best interests of Quickturn and its stockholders. As previously announced on January 5, 1999, Cadence and Quickturn amended their merger agreement to increase to $15 from $14 the amount of Cadence stock that Quickturn stockholders will receive for each Quickturn share they own. Under terms of the Cadence-Quickturn merger agreement, Cadence will acquire Quickturn in a tax-free, stock-for-stock transaction with an aggregate purchase price of approximately $271 million for all of the outstanding shares of Quickturn. Keith R. Lobo, president and chief executive officer of Quickturn, said, "Quickturn's Board has accepted an offer from Cadence for 100% of Quickturn that involves no financing issues, provides all Quickturn stockholders with significant value for their shares, and allows them to participate in the long-term benefits inherent in this strategic combination. In contrast, Mentor's most recent proposal is not a real offer to purchase the entire company, and Mentor has even stated that it does not have committed financing for such a proposal. Mentor's latest proposal also imposes new conditions that make its consummation even more uncertain. Further, as Mentor is well aware, its proposal continues to impose conditions that violate the Cadence-Quickturn merger agreement. "Mentor is simply trying to gain control of Quickturn through the back door," added Mr. Lobo. "Our merger agreement with Cadence will be imperiled if our stockholders vote to replace Quickturn's current directors with Mentor's nominees. Cadence has noted that it will constitute a breach of the Cadence- Quickturn merger agreement if Quickturn is forced to share confidential information with Mentor--an expressed condition of Mentor's proposal. Additionally, under certain circumstances, Mentor may be in a position to block any pooling-of-interests transaction, including the Cadence merger. Cadence has stressed that it will not proceed with the merger if pooling-of- interests treatment is not available, thereby denying the benefits of the transaction for all Quickturn stockholders. Put simply, the Quickturn Board believes that our merger agreement with Cadence is the best way to deliver superior value for 100% of Quickturn's outstanding shares." 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-----