-----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, KBN5Vca3JDrZdod8XCeSVMMdvYTQQOjBgWQvY5ZgtIXI5+Nsj4siOkqW2WvXnw95 NjIbXTo2AZpCK5CfAYN7VQ== 0001012870-99-000057.txt : 19990108 0001012870-99-000057.hdr.sgml : 19990108 ACCESSION NUMBER: 0001012870-99-000057 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKTURN DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000914252 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770159619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 99502116 BUSINESS ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 951311013 BUSINESS PHONE: 4089146000 MAIL ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 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: SC 14D9/A 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 SC 14D9/A 1 AMENDMENT #34 TO SCHEDULE 14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (AMENDMENT NO. 34) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 QUICKTURN DESIGN SYSTEMS, INC. (Name of Subject Company) QUICKTURN DESIGN SYSTEMS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (including the associated preferred stock purchase rights) (Title of Class of Securities) 74838E102 (CUSIP Number of Class of Securities) KEITH R. LOBO President and Chief Executive Officer Quickturn Design Systems, Inc. 55 W. Trimble Road San Jose, California 95131 (408) 914-6000 (Name, address and telephone number of person authorized to receive notice and communications on behalf of person(s) filing statement) COPY TO: LARRY W. SONSINI, ESQ. Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 (650) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), originally filed on August 24, 1998, by Quickturn Design Systems, Inc., a Delaware corporation (the "Company" or "Quickturn"), relates to an offer by MGZ Corp., a Delaware corporation ("MGZ") and a wholly owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"), to purchase outstanding shares of the common stock, par value $.001 per share (including the associated preferred stock purchase rights), of the Company. All capitalized terms used herein without definition have the respective meanings set forth in the Schedule 14D-9. ITEM 4. THE SOLICITATION OR RECOMMENDATION The response to Item 4 is hereby amended by adding the following after the final paragraph of Item 4(a): On January 6, 1999, Mentor announced that it was increasing its offering price for 2,100,000 shares of the Company to $15.00 cash per share from $14.00 cash per share (the "Revised Offer"). Mentor has stated that the Revised Offer, if successfully consummated and when combined with Mentor's current holdings, would result in Mentor holding approximately 14.9% of the Company's outstanding shares. On January 6, 1999, the Board of Directors of Quickturn met with its financial and legal advisors to consider the Revised Offer and, at the conclusion of such meeting, determined that the Revised Offer is not in the best interests of Quickturn and its stockholders for the reasons set forth under Item 4(d) below. ACCORDINGLY, THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS REJECT THE REVISED OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE REVISED OFFER. A copy of the Company's press release relating to the Board's recommendation is included as Exhibit 72 hereto and is incorporated herein by reference. The response to Item 4 is hereby amended further by adding the following after the final paragraph of Item 4(c): (d)Reasons for the Recommendation to Reject the Revised Offer. In determining that the Revised Offer is not in the best interests of Quickturn and its stockholders, and in making its recommendation that Quickturn stockholders reject the Revised Offer, the Board considered the following reasons and factors: . The Board of Directors noted that, other than the change in price, Mentor's most recent partial tender offer was substantially similar to the partial tender offer made by Mentor on December 28, 1998, which the Board has already rejected. . The Board noted that the Revised Offer, which continues to be limited to an offer to purchase 2,100,000 shares, again purports to be part of a process pursuant to which Mentor proposes to undertake a "second-step merger." The purported second-step merger is now subject to both new explicit conditions and additional unspecified conditions. One such condition is Mentor obtaining necessary financing to pay $15.00 per share for all outstanding Quickturn shares. As Mentor has admitted, it is has not yet been able to confirm that its existing bank financing commitments and its other available funds are sufficient for such a transaction. Such a second-step merger is also now conditioned on Mentor's conduct of a due diligence investigation of the Company. For these reasons, the Board of Directors determined that the likelihood that such a second-step merger would actually occur is now less certain than under Mentor's December 28 Revised Offer. -2- . The Board determined that the Revised Offer could interfere with or threaten Quickturn's proposed transaction with Cadence, which the Board determined again to be in the best interests of the Quickturn stockholders. The Board noted that the Revised Offer purported to be a first step of a multi-step transaction that conflicts with the proposed combination with Cadence. . The Board noted that Mentor's ownership of 14.9% of the Quickturn's shares, as well as its obtaining control of Quickturn's board of directors, could raise serious concerns about Quickturn's ability to engage in any "pooling-of-interests" transaction, including the proposed combination with Cadence. . The Board continues to believe that, even assuming Mentor could make a firm offer to acquire all of Quickturn's shares at a price consistent with its Revised Offer, the strategic combination with Cadence provides substantial and superior long-term value for the Company, its stockholders, employees and customers. In particular, the Board continues to believe that the Cadence transaction offers substantial strategic benefits to Quickturn which far exceed the consideration proposed by Mentor. . The Board considered potential antitrust issues raised by the Cadence transaction. In this regard, the Board continues to believe that the transaction does not raise significant antitrust issues. . While Mentor's latest proposal is purportedly no longer conditioned on the invalidation of any provision of the Cadence merger agreement, several of the conditions to the purported second-step merger cannot be satisfied without invalidation, violation or termination of the Cadence merger agreement. In addition, Mentor has stated that it intends to continue to challenge the Cadence merger agreement, an agreement that the Board of Directors has determined to be in the best interests of the Company's stockholders. . The Board considered the potential harm to Quickturn, as well as the Company's employees and customers, if Mentor were to become a 14.9% stockholder of the Company. In this regard, given the litigation and competition between the Company and Mentor, the Board considered the potential negative impact on the Company if Mentor were to become a large stockholder of the Company. . Mentor's latest proposal no longer includes an intention to share with the Company's stockholders the monetary benefit that might be obtained from Mentor's invalidation of the termination fees that might otherwise be payable under the Cadence merger agreement. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The response to Item 9 is hereby amended by the addition of the following new exhibit: Exhibit 72 Press release of the Company dated January 7, 1999. -3- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 7, 1999 QUICKTURN DESIGN SYSTEMS, INC. By: /s/ Keith R. Lobo ___________________________ Keith R. Lobo President and Chief Executive Officer -4- EX-99.72 2 PRESS RELEASE DATED JANUARY 7, 1999 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-----