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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.
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(Name of Registrant as Specified in Its Charter)
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(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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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXHIBIT 73
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
DELAWARE CHANCERY COURT DENIES
MENTOR'S ELEVENTH-HOUR ATTEMPT TO DELAY VOTE
SPECIAL MEETING OF QUICKTURN STOCKHOLDERS TO PROCEED AS SCHEDULED FOR JANUARY
8, 1999
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today announced that the Delaware Chancery Court has denied an
application by Mentor Graphics Corporation (Nasdaq: MENT) for a temporary
restraining order to postpone or adjourn Quickturn's Special Meeting of
Stockholders scheduled for today, January 8, 1999. The Court's denial allows
the Special Meeting to take place as scheduled.
Keith R. Lobo, president and chief executive officer of Quickturn, said,
"We're pleased with the Court's ruling and we look forward to proceeding with
our Special Meeting."
Mr. Lobo continued, "Mentor's eleventh-hour public statements seek to erect
a smokescreen around our superior definitive merger agreement with Cadence
Design Systems. The Cadence agreement will provide $15 per share of Cadence
stock for 100% of Quickturn's outstanding shares. Our agreement with Cadence
will enable Quickturn stockholders to continue to participate in Quickturn's
future growth, and to enjoy the added benefits of Cadence's proven business
strategy, strong balance sheet and excellent track record in acquiring and
integrating companies.
"Mentor started out with an inadequate offer. Since Quickturn's merger
agreement with Cadence, Mentor has scrambled to provide Quickturn stockholders
with ever-shifting reasons to vote for Mentor's nominees. Mentor's litigation
and unfounded assertions about Cadence's merger agreement with Quickturn are
nothing but distractions. Mentor has simply failed to provide our stockholders
with a superior, fully financed offer for all of Quickturn's shares," Mr. Lobo
concluded.
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].
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EXHIBIT 74
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
FEDERAL DISTRICT COURT DENIES
MENTOR'S LAST DITCH EFFORT TO DELAY VOTE
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today announced that the United States Federal District Court for the
District of Delaware has denied an application by Mentor Graphics Corporation
(Nasdaq: MENT) for a temporary restraining order to postpone or adjourn
Quickturn's Special Meeting of Stockholders scheduled for today, January 8,
1999. The Federal Court's denial allows the Special Meeting to take place as
scheduled.
Keith R. Lobo, president and chief executive officer of Quickturn, said, "We're
pleased with the Federal Court's ruling and we look forward to proceeding with
our Special Meeting."
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].
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EXHIBIT 75
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
MENTOR GRAPHICS TERMINATES PARTIAL TENDER OFFER
MENTOR WITHDRAWS REQUEST FOR SPECIAL MEETING OF QUICKTURN STOCKHOLDERS
AND WITHDRAWS SLATE OF DIRECTOR NOMINEES TO QUICKTURN'S BOARD
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that Mentor Graphics Corporation (Nasdaq: MENT) has
withdrawn its request for a Special Meeting of Quickturn Stockholders, scheduled
for today, January 8, 1999, and has withdrawn its proposed slate of director
nominees and related proposals that were scheduled to be voted on at the Special
Meeting. Mentor also announced that it has terminated its previously announced
unsolicited tender offer for 2,100,000 shares of Quickturn.
Keith R. Lobo, president and chief executive officer of Quickturn, said, "We are
extremely pleased with this outcome. Now our Board can continue to manage the
business of Quickturn in the best interests of Quickturn's stockholders without
distraction. Our Board believes that our definitive merger agreement with
Cadence provides our stockholders with superior value and tremendous upside
potential. We look forward to completing our merger with Cadence as quickly as
possible for the benefit of all our stockholders."
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].
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