<PAGE>
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
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Check the appropriate box:
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[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
QUICKTURN DESIGN SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
CADENCE DESIGN SYSTEMS, INC.
(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:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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FOR IMMEDIATE RELEASE
CADENCE HIGHLIGHTS WEAKNESSES OF LATEST
MENTOR PROPOSAL
SAN JOSE, Calif. -- January 7, 1999 -- Cadence Design Systems, Inc.
(NYSE:CDN) today responded to a press release issued late yesterday by Mentor
Graphics which outlined Mentor's proposal to purchase 11.6 percent of Quickturn
Design Systems, Inc. (NASDAQ:QKTN) shares.
Jack Harding, President and CEO of Cadence, said: "Mentor's latest proposal
clearly underscores the fundamental weaknesses of Mentor's approach to
Quickturn's stockholders. It is a hodgepodge of new and old conditions that
provides Quickturn stockholders with no assurance that Mentor can get a deal
done."
"Mentor has finally admitted that it does not have committed financing for
its proposed second-step transaction, and its latest proposal only guarantees
more litigation, delay and uncertainty for Quickturn investors," said Harding.
"It seems risky at best, and I strongly urge Quickturn stockholders to demand
that Mentor demonstrate an unconditional commitment to purchase all outstanding
shares with no financing conditions or other strings attached."
Harding continued, "If Mentor Graphics' proposal to replace the Quickturn
board of directors is defeated on Friday, January 8th, Cadence is firmly
committed to finalizing our transaction with Quickturn. Our merger agreement
with Quickturn is unambiguous. We will acquire 100 percent of Quickturn's stock
in a firm deal with no financing issues."
As Cadence previously stated, the Cadence/Quickturn merger agreement would be
imperiled if Quickturn stockholders replace the independent Quickturn Board
with Mentor's handpicked board slate at the Friday, January 8 stockholder
meeting.
"We will not participate in an auction conducted by Mentor's nominees to the
Quickturn board, nor will we proceed with Quickturn if a pooling of interests
is blocked or if Quickturn is forced to share confidential information with
Mentor -- its fiercest competitor," Harding said.
As previously announced, the boards of Cadence and Quickturn unanimously
approved a definitive merger agreement under which Cadence will acquire 100
percent of Quickturn's outstanding common stock in a tax-free, stock-for stock
transaction. As a result of the merger, Quickturn will become a wholly-owned
subsidiary of Cadence. Cadence stock will be valued for purposes of the
exchange based upon the closing prices for Cadence stock on the NYSE during a
five-day trading period ending three days prior to the merger. Cadence said
that it expects the transaction to be accretive to earnings in 1999.
ABOUT CADENCE
Cadence Design Systems, Inc. provides comprehensive services and software for
the product development requirements of the world's leading electronics
companies. Cadence is the largest supplier of software products, consulting
services, and design services used to accelerate and manage the design of
semiconductors, computer systems, networking and telecommunications equipment,
consumer electronics, and a variety of other electronic-based products. With
more than 4,000 employees and 1997 annual sales of $916 million, Cadence has
sales offices, design centers, and research facilities around the world. The
company is headquartered in San Jose, Calif. and traded on the New York Stock
Exchange under the symbol CDN. More information about the company, its products
and services may be obtained from the World Wide Web at http://www.cadence.com.
-- end --
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Cadence Highlights Weaknesses of Latest Mentor Proposal Page 2
This release contains forward-looking statements based on current
expectations or beliefs as well as a number of assumptions about future events,
and that are subject to factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance on these forward-
looking statements, which are not a guarantee of future performance and are
subject to a number of uncertainties and other factors, many of which are
outside the control of Cadence and Quickturn. The forward-looking statements in
this release address a variety of subjects including, for example, the expected
date of closing of the acquisition, the transaction being accretive to earnings
in 1999, and the potential benefits of the merger. The following factors, among
others, could cause actual results to differ materially from those described in
these forward-looking statements: the risk that Quickturn's business will not
be successfully integrated with Cadence's business; costs associated with the
merger; the inability to obtain the approval of Quickturn's shareholders;
matters arising in connection with the parties' efforts to comply with
applicable regulatory requirements relating to the transaction; and increased
competition and technological changes in the industry in which Cadence and
Quickturn compete. For a detailed discussion of these and other cautionary
statements, please refer to Cadence's and Quickturn's filings with the
Securities and Exchange Commission, including their respective Annual Reports
on Form 10-K for the year ended December 31, 1997 and their respective
Quarterly Reports on Form 10-Q for the quarter ended September 30, 1998. In
addition, Cadence Design Systems, Inc. has filed a preliminary proxy statement
pursuant to Schedule 14(a) of the Securities Exchange Act of 1934 in opposition
to the solicitation of Mentor Graphics Corporation and MGZ Corp. at the Special
Meeting of Stockholders on January 8, 1999. The proxy statement contains
additional information on the matters described herein.
Cadence and the Cadence logo are registered trademarks of Cadence Design
Systems, Inc. All other brands or product names are the property of their
respective holders.
CONTACTS
For Cadence Design Systems, Inc.
Investors: Ray Bingham--(408) 944-7503
Media: Laurie Stanley--(408) 428-5019 or
Robert Mead--Gavin Anderson & Co. (212) 373-0226
