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SCHEDULE 14A INFORMATION
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QUICKTURN DESIGN SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
MENTOR GRAPHICS CORPORATION
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MENTOR GRAPHICS SAYS QUICKTURN BOARD'S CONTINUED DELAYS
ARE COSTING QUICKTURN STOCKHOLDERS MONEY
WILSONVILLE, OR, OCTOBER 2, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT)
today said that the attempt by the Board of Directors of Quickturn Design
Systems, Inc. (Nasdaq: QKTN) to set the date of the Quickturn Special Meeting
for January 8, 1999, at the earliest, unreasonably delays the ability of
Quickturn's stockholders to receive $12.125 per share in cash for their shares.
Mentor stated its belief that Quickturn's delaying tactics--which include an
amended bylaw under which Quickturn is attempting to set the Special Meeting for
at least three months from now, as well as an amended poison pill that would
delay the Mentor offer for at least six more months beyond that--are invalid,
and are costing Quickturn stockholders money every day the Quickturn Board
prevents Mentor's all-cash offer from being considered and accepted. Mentor is
challenging Quickturn's bylaw amendment and poison pill amendment in Delaware
state court.
Mentor Graphics has previously called a Special Meeting of Quickturn
stockholders for October 29, 1998, with a record date of September 10, 1998,
after delivering, on September 11, 1998, Agent Designations representing 17.26%
of Quickturn's outstanding shares. Citing a bylaw that Quickturn purported to
adopt after Mentor's offer was launched, Quickturn conditionally set January 8,
1999 as the date for the Special Meeting.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics,
said: "We believe that Quickturn's attempt to delay the Special Meeting should
be held invalid, and we are challenging it in Delaware state court. If the bylaw
is upheld, it would force Quickturn stockholders to wait until at least January
next year just to take the actions that would allow them to replace Quickturn's
Board with directors whom we expect, subject to their fiduciary duties, would
support Mentor's all-cash, premium offer. Ultimately, the delays caused by
Quickturn's stonewalling tactics would, if valid, prevent Quickturn stockholders
from receiving the benefits of our offer until July 1999 at the earliest--nearly
one year after we commenced our offer in August 1998.
"Notwithstanding the current volatility of the financial markets, we are still
prepared to consummate our fully financed offer as soon as possible. Given this
volatility and the time value of the money that is being lost by Quickturn
stockholders every day our offer is delayed, we urge stockholders to send the
Quickturn Board a message by tendering their shares into our offer by October 6,
1998," Dr. Rhines said.
Mentor Graphics' Offer to Purchase and ancillary documents are available on a
Mentor Graphics World Wide Web site at http://www.mentorg.com/file.
The Dealer Manager for the Offer is Salomon Smith Barney. The Information Agent
for the Offer is MacKenzie Partners, Inc., which can be reached toll-free at
800-322-2885 or by collect call at 212-929-5500.
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CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty
Vice President, Kekst and Company
Marketing 212/521-4800
503/685-1462
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