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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Quickturn Design Systems, Inc.
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(Name of Registrant as Specified In Its Charter)
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[LOGO OF QUICKTURN]
November 4, 1998
Dear Fellow Quickturn Stockholder:
MENTOR IS TRYING TO BUY QUICKTURN ON THE CHEAP
--AND MENTOR KNOWS IT!
We believe Mentor Graphics recognizes how well-positioned Quickturn is for
future growth, and that is exactly why Mentor has made a hostile bid for your
Company. However, MENTOR'S DESIRE TO BUY QUICKTURN AT A "BARGAIN PRICE" SHOULD
NOT COME AT THE EXPENSE OF YOU, QUICKTURN'S STOCKHOLDERS. Mentor has been
urging you and other stockholders to tender your shares into an offer that
your Board of Directors has determined is INADEQUATE AND NOT REFLECTIVE OF THE
INHERENT VALUE OF YOUR COMPANY.
Your Board considered, among other things, the historical trading prices of
Quickturn's common stock, including the fact that MENTOR'S OFFER IS MORE THAN
25% BELOW THE STOCK'S HIGHEST CLOSING PRICE OVER THE LAST YEAR, and less than
4% above its average closing price during the same period.
HERE'S WHAT MENTOR DOESN'T WANT YOU TO KNOW...
What Mentor does not want you to know--and has fought in court/1/ to keep
you from hearing--is that ONE OF MENTOR'S OWN ADVISORS DETERMINED THAT
QUICKTURN'S VALUE IS WELL IN EXCESS OF MENTOR'S CURRENT OFFER.
The highly respected consulting firm, Arthur Andersen, in a confidential
report dated October 1997, said MENTOR'S PURCHASE OF QUICKTURN WOULD CREATE
INCREMENTAL VALUE TO MENTOR OF $610 MILLION TO $640 MILLION--THAT'S NEARLY
THREE TIMES THE AMOUNT MENTOR IS CURRENTLY OFFERING FOR YOUR COMPANY.
WHOSE INTERESTS WILL MENTOR'S NOMINEES REPRESENT?
One of Mentor's own advisors believed Quickturn's value to be substantially
higher than the $12.125 per share offer currently on the table. Now Mentor is
attempting to seek your vote at a special stockholders meeting to gain control
of Quickturn by taking over your Board. Mentor is asking Quickturn
stockholders to remove your current Board of Directors--who were elected by
you, as Quickturn stockholders, in April of this year--and to replace them
with Mentor's handpicked slate of director nominees. Once in control, Mentor
has said its nominees intend to take all actions necessary to accept Mentor's
bargain offer. Mentor also is trying to induce you to vote for three self-
serving proposals submitted by Mentor. WE BELIEVE MENTOR'S NOMINEES WILL NOT
REPRESENT THE BEST INTERESTS OF QUICKTURN'S STOCKHOLDERS.
YOUR BOARD CONTINUES TO CHALLENGE THE VALIDITY AND LEGALITY OF MENTOR'S
ATTEMPT TO CALL THE SPECIAL MEETING, and the ability to set the meeting and
record date of that special meeting. Subject to the resolution of litigation
between Quickturn and Mentor regarding these issues, QUICKTURN'S BOARD HAS SET
FRIDAY, JANUARY 8, 1999 AS THE DATE FOR THE SPECIAL STOCKHOLDER MEETING, in
accordance with Quickturn's bylaws.
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1 As part of the ongoing litigation between Mentor Graphics Corporation and
Quickturn Design Systems, Mentor sought to block Quickturn from deposing
Arthur Andersen and sought to prevent the introduction of the Arthur
Andersen report at trial.
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WE STRONGLY URGE YOU NOT TO VOTE THE MENTOR GOLD PROXY CARD AND NOT TO
TENDER YOUR SHARES TO THE INADEQUATE MENTOR OFFER.
THE QUICKTURN BOARD HAS BEEN WORKING HARD ON BEHALF OF THE COMPANY AND ITS
STOCKHOLDERS. Your Board's rejection of Mentor's offer affirms its continued
confidence in Quickturn's future and its determination that stockholders
should be given every opportunity to participate fully in that future.
PARTICIPATE IN QUICKTURN'S BRIGHT FUTURE
VOTE THE BLUE PROXY CARD AGAINST THE MENTOR PROPOSALS
Your Board urges you to vote the enclosed BLUE proxy card today!
On Behalf of the Board of Directors,
/s/ KEITH R. LOBO
Keith R. Lobo
Chief Executive Officer and President
IMPORTANT
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD. PLEASE VOTE EACH
BLUE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT IN WHICH YOU OWN SHARES
MUST BE VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY CARD COUNTS.
2. WE URGE YOU NOT TO RETURN ANY GOLD PROXY CARD SENT TO YOU BY MENTOR.
3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE BLUE
PROXY CARD AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IF YOU HAVE ANY QUESTIONS on how to vote your shares, please call our proxy
solicitor:
Morrow & Co., Inc. at (800) 662-5200.
