Here's a copy of the letter Mike Fister sent to Wally Rhines this morning
for the Cadence hostile bid on Mentor:
June 17, 2008
The Board of Directors of Mentor Graphics Corporation
c/o Walden C. Rhines
Chairman of the Board of Directors
and Chief Executive Officer
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070
Dear Wally:
Over the last two months, we have sought to engage you and your Board
of Directors in discussions regarding our proposal to combine Cadence
Design Systems, Inc. and Mentor Graphics Corporation. We are
disappointed that, despite our best efforts, you have thus far been
unwilling to meaningfully participate in such discussions.
As you will recall, you and I first spoke about combining Cadence and
Mentor Graphics on April 16, 2008. On May 2, 2008, Bill Porter and I
met with you and Greg Hinckley in Portland where we presented the terms
of our proposal to acquire Mentor Graphics for $16.00 per share in cash.
Following the May 2nd meeting, we repeatedly attempted to bring the
Cadence and Mentor Graphics leadership teams together to discuss our
proposal. On May 23, 2008, however, you informed us that, even without
any substantive discussion with us or negotiation of our proposal,
Mentor Graphics concluded that it did not wish to pursue discussions
with us given Mentor Graphics' desire to stay independent.
It remains our preference to bring Cadence and Mentor Graphics together
through a negotiated transaction. However, given Mentor Graphics'
refusal to engage in substantive discussions with us concerning our
all-cash premium acquisition proposal and the importance of this
transaction to both companies' respective shareholders, we have decided
to publicly disclose our proposal. We believe there are clear and
compelling advantages to a combination of Cadence and Mentor Graphics.
As Bill and I explained to you on May 2, based upon our knowledge of
Mentor Graphics from currently available public information, Cadence is
prepared to acquire Mentor Graphics for $16.00 per share in cash. Our
proposal is not subject to any financing condition. This proposal is
a full and fair price and provides an attractive opportunity for your
shareholders to realize, with certainty, significant value for their
investment in Mentor Graphics. This price represents a 30% premium
over the closing price of Mentor Graphics common stock on June 16, 2008,
the last trading day prior to public disclosure of our proposal, a 59%
premium over the closing price of Mentor Graphics common stock on
May 2, when we presented the terms of our proposal, and a 46% premium
over Mentor Graphics' average closing price for the past 30 trading days.
We believe that a combined Cadence-Mentor will provide customers a broader
and more fully integrated product and technology portfolio in a timeframe
that better enables them to address urgent and complex challenges
associated with their next-generation product development. From
increasing complexity to stringent cost targets, developers must optimize
and prioritize their efforts across the entire spectrum of specification,
architecture, design, implementation, verification, and manufacturing.
Combining Cadence and Mentor Graphics and aligning the creative talents
of our respective hard-working and innovative employees will deliver more
comprehensive cutting-edge solutions and an entirely new level of customer
experience and satisfaction. Together we can accelerate the rate and
efficiency of customers' innovation by making it possible for them to
develop products that better meet end user needs.
Our proposal is subject to the negotiation of a mutually acceptable merger
agreement and completion of certain limited and confirmatory due
diligence, which we believe we will be able to complete expeditiously, as
well as satisfaction of other customary conditions, including receipt of
regulatory approvals. We and our advisors have carefully analyzed the
combination of Cadence and Mentor Graphics and are confident that the
proposed transaction will receive the necessary regulatory approvals.
We strongly believe that a combination of Cadence and Mentor Graphics will
create significant value for both companies' respective shareholders and
customers. Our leadership team and advisors remain prepared to meet with
you and your advisors at your earliest convenience to conduct the
necessary due diligence and negotiate a merger agreement. I am confident
that the Cadence and Mentor Graphics teams working together can make this
transaction a success.
The Board of Directors of Cadence unanimously supports this proposal and
the combination of Cadence and Mentor Graphics. We expect you and the
Mentor Graphics Board to give this proposal serious consideration. I look
forward to hearing from you soon.
Sincerely yours,
Michael J. Fister
President and Chief Executive Officer
Please feel free to email me your reactions to this hostile takeover bid as
an EDA user or as another EDA vendor. Is this good news or bad news? Why?
(I'd like to hear what others think first before I biased the user base with
my own thoughts about this takeover attempt.)
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