<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 [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive proxy statement
[X] Definitive additional materials
[_] Soliciting material pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
QUICKTURN DESIGN SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
<PAGE>
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.
<PAGE>
"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 [email protected].
