-----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, REdRcW3oZC9/IwIwOGfDyR39XKGJhZrLmVsPtLFVn3cDIkz6i71zIunnoy8TKZPs azRmyoO8zq+gfgxxC2fCag== 0001012870-98-003162.txt : 19981217 0001012870-98-003162.hdr.sgml : 19981217 ACCESSION NUMBER: 0001012870-98-003162 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981216 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: 98770326 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 [_] Definitive Proxy Statement RULE 14a-6(e)(2)) [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: EXHIBIT 99.58 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 COMMITTED TO STRATEGIC MERGER WITH CADENCE SAN JOSE, Calif. December 15, 1998 -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) today responded to Mentor Graphic's latest maneuver in its desperate attempt to try to acquire Quickturn through a hostile takeover. Quickturn reiterated its commitment to its merger with Cadence Design Systems, Inc. (NYSE: CDN). Keith R. Lobo, president and chief executive officer of Quickturn, said, "We are confident that our strategic merger with Cadence is in the best interest of Quickturn and its stockholders. Our combination with Cadence enables Quickturn stockholders to continue to participate in Quickturn's future growth and to enjoy the added benefits of Cadence's proven business strategy, strong balance sheet and excellent track record in acquiring and integrating companies. Mentor's obtaining ownership of Quickturn's patents was the primary motivation for its unsolicited takeover attempt. Now that Quickturn has agreed to a strategic merger with Cadence at a superior value for Quickturn's stockholders, Mentor is making a last ditch effort. On December 8, 1998, the Quickturn board of directors unanimously approved a definitive merger agreement with Cadence under which Cadence will acquire Quickturn in a tax-free, stock-for-stock transaction with an aggregate purchase price of $253 million. Upon closing of the merger, each shareholder of Quickturn will receive Cadence common stock with a value of $14 per share. As a result of the merger, Quickturn will become a wholly-owned subsidiary of Cadence. Quickturn Design Systems, Inc. is a leading provider of verification hardware 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 in San Jose, Calif. For more information, visit the Quickturn Web site at http://www.quickturn.com or send e- mail to info@quickturn.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----