<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
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of
[_] Definitive Proxy Statement the Commission Only (as
[_] Definitive Additional Materials permitted 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:
(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:
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On January 8, 1999, Mentor Graphics Corporation announced that it had
withdrawn its call for a special meeting of Quickturn stockholders and
terminated its tender offer, proxy solicitation and proposal to acquire
Quickturn Design Systems, Inc. ("Quickturn").
In addition, on January 11, 1999, Cadence Design Systems, Inc. ("Cadence")
and Quickturn issued the attached joint press release.
SOLICITATION EXPENSES AND PROCEDURES
On January 8, 1999, Morrow & Co., Inc. distributed a mailing of proxy
materials on behalf of Cadence to Quickturn Stockholders of record as of the
Record Date. Morrow & Co., Inc. may receive compensation from Cadence for such
distribution.
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FOR IMMEDIATE RELEASE
HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR
CADENCE - QUICKTURN MERGER
SAN JOSE, Calif., January 11, 1998 -- Cadence Design Systems, Inc. (NYSE: CDN)
and Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that, in
connection with their previously announced merger agreement, the required
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
has expired without a request for additional documents or information. The
transaction remains subject to Quickturn stockholder approval and certain other
conditions outlined in the merger agreement.
As previously announced on January 5, 1999, Cadence and Quickturn amended their
definitive 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.
Quickturn Design Systems, Inc. is the leading provider of verification products
and time-to-market engineering (TtMETM) 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 [email protected].
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 milion, 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.
# # #
Contacts:
<TABLE>
<S> <C>
Cadence Design Systems, Inc. Quickturn Design Systems, Inc.
Ray Bingham (Investors) Ray Ostby
(408) 944-7503 (408) 914-6000
Laurie Stanley
(408) 428-5019
Gavin Anderson & Co. Abernathy MacGregor Frank
Robert Mead Pauline Yoshihashi / Matt Sherman
(212) 373-0226 (213) 630-6550 / (212) 371-5999
</TABLE>
