Mentor Graphics Board of Directors Affirms Commitment to Strategic Plan
28 3월 2011 - 9:00PM
Business Wire
Mentor Graphics Corp. (NASDAQ: MENT) today announced that its
Board of Directors has determined that the continued execution of
the company’s strategic plan offers the greatest value to Mentor
Graphics shareholders. In reaching its unanimous decision, the
Board concluded that the $17 per share proposal made by Carl Icahn
and certain of his affiliated entities (“Icahn Entities”)
undervalues the company and its future prospects. The Board also
determined that Icahn’s proposal that Mentor put itself up for sale
to a strategic buyer entails significant commercial and regulatory
risk and is therefore not in the best interest of the company and
Mentor’s shareholders.
“Our Board believes that the continued execution of our
strategic plan offers the greatest value to Mentor shareholders and
that it will drive further growth and continued success,” said
Walden C. Rhines, CEO and chairman of Mentor. “Our fiscal year
ended January 31, 2011, was a record year for Mentor and we expect
our positive momentum to continue in the current fiscal year and
beyond. Our share price has grown by more than 70 percent over the
last year, for a two year aggregate growth of approximately 200
percent, significantly outperforming our peer group and the market.
We will continue to focus on market-leading positions in
traditional Electronic Design Automation markets and new EDA
adjacent markets while maintaining rigorous cost controls and
balanced investments. These outstanding results and our strong
projections demonstrate that our strategy is working.”
The Board confirmed that it remains open to any opportunity to
enhance shareholder value.
The Board noted, however, that when Cadence Design Systems, Inc.
(NASDAQ: CDNS) made an unsolicited proposal to acquire the Company
in 2008, the Company undertook an analysis of the regulatory risks
inherent to any combination with Cadence or Synopsys, Inc. (NASDAQ:
SNPS), the two companies that could be logical strategic buyers.
That analysis demonstrated serious regulatory risks associated with
a combination with either Cadence or Synopsys. The company has
updated its analysis in connection with Mr. Icahn’s proposal that
the company be put up for sale. The updated analysis shows that
serious regulatory risks persist. The Board also noted that any
discussions concerning a combination with Cadence or Synopsys
entail risks to the growth and stability of the company’s customer
base and the company’s relationship with its employees. This could
result in serious adverse effects if discussions are commenced but
a transaction is not completed. Accordingly, while the Board
remains open to proposals from third parties that enhance
shareholder value, it has determined that this is not the time to
put the company up for sale.
Goldman, Sachs & Co. is serving as financial advisor to
Mentor Graphics and Latham & Watkins LLP is serving as legal
counsel.
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 electronic, semiconductor and systems
companies. Established in 1981, the company reported revenues over
the last 12 months of about $915 million. Corporate headquarters
are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon
97070-7777. World Wide Web site: http://www.mentor.com/.
(Mentor Graphics and Mentor are registered trademarks of Mentor
Graphics Corporation. All other company or product names are the
registered trademarks or trademarks of their respective
owners.)
Important Information
This press release may be deemed to be solicitation material in
respect of the solicitation of proxies from shareholders in
connection with the company’s upcoming 2011 annual meeting of
shareholders (the “2011 Annual Meeting”). Shareholders are advised
to read the company’s definitive proxy statement related to the
2011 Annual Meeting and any other relevant documents filed by the
company with the Securities and Exchange Commission (the “SEC”)
when they become available because they will contain important
information. The definitive proxy statement, and any other relevant
documents and other material filed with the SEC concerning the
company will be, when filed, available free of charge at
http://www.sec.gov and http://www.mentor.com/company/investor_relations.
In addition, copies of the proxy materials may be requested from
the company’s proxy solicitor, MacKenzie Partners, Inc., by
telephone at 1-800-322-2885 or by email at proxy@mackenziepartners.com.
Information Regarding Participants
The company, its directors and certain of its executive officers
and employees identified in its preliminary proxy statement filed
with the SEC on March 15, 2011 may be participants in the
solicitation of proxies from shareholders in connection with the
2011 Annual Meeting. Information about the directors and other
individuals and their interests is available in the preliminary
proxy statement (and will be available in the definitive proxy
statement to be filed with the SEC), a free copy of which may be
obtained as described above.
Forward-Looking Statements
Statements in this press release regarding the company’s
guidance for future periods constitute “forward-looking” statements
based on current expectations within the meaning of the Securities
Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the company or
industry results to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: (i) weakness or recession in the US, EU, Japan or other
economies; (ii) the company’s ability to successfully offer
products and services that compete in the highly competitive EDA
industry; (iii) product bundling or discounting of products and
services by competitors, which could force the company to lower its
prices or offer other more favorable terms to customers; (iv)
possible delayed or canceled customer orders, a loss of key
personnel or other consequences resulting from the business
disruption and uncertainty of prolonged proxy fights, offers to
purchase the company’s securities or other actions of activist
shareholders; (v) effects of the increasing volatility of foreign
currency fluctuations on the company’s business and operating
results; (vi) changes in accounting or reporting rules or
interpretations; (vii) the impact of tax audits by the IRS or other
taxing authorities, or changes in the tax laws, regulations or
enforcement practices where the company does business; (viii)
effects of unanticipated shifts in product mix on gross margin; and
(ix) effects of customer seasonal purchasing patterns and the
timing of significant orders, which may negatively or positively
impact the company’s quarterly results of operations, all as may be
discussed in more detail under the heading “Risk Factors” in the
company’s most recent Form 10-K or Form 10-Q. Given these
uncertainties, prospective investors are cautioned not to place
undue reliance on such forward-looking statements. In addition,
statements regarding guidance do not reflect potential impacts of
mergers or acquisitions that have not been announced or closed as
of the time the statements are made. The company disclaims any
obligation to update any such factors or to publicly announce the
results of any revisions to any of the forward-looking statements
to reflect future events or developments.
Mentor Graphics Corp. (NASDAQ:MENT)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Mentor Graphics Corp. (NASDAQ:MENT)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024