Mentor Graphics Adopts Shareholder Rights Plan
25 6월 2010 - 7:16AM
Marketwired
Mentor Graphics Corporation (NASDAQ: MENT) today announced that its
Board of Directors has adopted a Shareholder Rights Plan in which
one incentive stock purchase right will be distributed for each
share of common stock held by shareholders of record as of the
close of business on July 6, 2010 (the "Rights").
The Rights are intended to enable the Board of Directors to
protect the Company and to allow all of the Company's shareholders
to realize the long-term value of their investment in the Company.
The issuance of the Rights is not intended to prevent a sale of
control of the Company that is determined by the Board of Directors
to be fair, advisable and in the best interests of all the Mentor
Graphics shareholders. The Rights Plan provides that, unless
redeemed earlier by the Company, the Rights will expire on December
31, 2011.
The Rights will be exercisable if a person or group, or any
other person with whom they are acting in concert, without the
approval of Mentor Graphics' Board, acquires 15% or more of Mentor
Graphics' common stock or announces a tender offer for 15% or more
of Mentor Graphics' common stock. Under the Rights Plan, synthetic
ownership of Mentor Graphics' common stock in the form of
derivative securities(1) counts towards the 15% ownership
threshold, if the investor or group physically owns 5% or more of
the common stock.
The Rights also will be exercisable if a person or group that
already owns 15% or more of Mentor Graphics' common stock, without
Board approval, acquires any additional shares (other than pursuant
to a dividend or distribution paid or made by the Company or
pursuant to a stock split or subdivision). The Company's existing
stockholders, if any, that beneficially own in excess of 15% of the
common stock will be "grandfathered in."
If the Rights become exercisable, all Rights holders (other than
the person or group triggering the Rights) will be entitled to
purchase Mentor Graphics' common stock at a 50% discount. Rights
held by the person or group triggering the Rights will become void
and will not be exercisable.
The distribution of the Rights is not taxable to shareholders.
The Rights will trade with Mentor Graphics' common stock and Mentor
Graphics' Board may terminate the Rights Plan or redeem the Rights
prior to the time the Rights are triggered. Further details about
the Rights Plan will be contained in a Form 8-K to be filed with
the Securities and Exchange Commission by the Company.
About Mentor Graphics Mentor Graphics
Corporation (NASDAQ: MENT) is a world leader in electronic hardware
and software design solutions, providing products, consulting
services and award-winning support for the world's most successful
electronics and semiconductor companies. Established in 1981, the
company reported revenues over the last 12 months of about $800
million. Corporate headquarters are located at 8005 S.W. Boeckman
Road, Wilsonville, Oregon 97070-7777. World Wide Web site:
http://www.mentor.com/.
Safe Harbor Statement This release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, regarding the
Company's results of operation and long-term strategy. Investors
are cautioned that these forward-looking statements are based on
current information and expectations, and are subject to risks and
uncertainties discussed in Company filings with the Securities and
Exchange Commission, which could cause the Company's actual results
to differ materially from expected results. The Company undertakes
no obligation to publicly update any forward-looking statement
contained in this release, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
(1) As defined and interpreted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
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For more information, please contact: Media Contact Ry Schwark
503.685.1660 ry_schwark@mentor.com Joele Frank, Wilkinson Brimmer
Katcher Joele Frank / Andy Brimmer / Tim Lynch 212.355.4449
Investor Contact Joe Reinhart 503.685.1462
joe_reinhart@mentor.com
Mentor Graphics Corp. (NASDAQ:MENT)
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