The Wiretap Intercept No. 080617
opinions and skeptical speculations too small to fit into an Industry Gadfly column

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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