Mentor Graphics Says IKOS Refusal to Pursue Mentor Merger Agreement Against IKOS Stockholders Interest
WILSONVILLE, OR--(BUSINESS WIRE)--January 23, 2002--Mentor
Graphics Corporation (Nasdaq: MENT - news) stated today that the refusal by
the Board of Directors of IKOS Systems, Inc. (Nasdaq: IKOS - news) to take
the steps necessary for IKOS to sign Mentor's merger agreement is
against the interests of the IKOS stockholders.
Walden C. Rhines, Chairman and Chief Executive Officer of Mentor
Graphics, said, "From the perspective of an IKOS stockholder, we can't
fathom why IKOS didn't take steps to put it in a position to sign the
merger agreement we sent them on January 16. The IKOS Board decided
once again that the Mentor deal is superior to the Synopsys agreement.
IKOS even implied that the outlook for IKOS stockholders under the
Synopsys agreement is worse than it was one month ago, when IKOS first
determined that our proposal was superior."
"Rather than focusing on the superiority of our $11.00 per share
in cash tender offer, the IKOS Board seized on certain conditions to
closing the Mentor deal as the basis not to proceed with our deal.
This makes no sense. These conditions are far less risky to IKOS than
the very problematic conditions to consummation of the Synopsys
agreement. Moreover, as a practical matter, the Mentor conditions
should last only ten business days while the risky Synopsys conditions
will be in effect until a closing estimated for August or September
2002. As suggested by the IKOS filing with the SEC, IKOS is
particularly worried about satisfying the IKOS financial performance
and employee retention conditions in the Synopsys agreement," Dr.
Rhines continued.
"In light of IKOS' actions today, we think it is time for the IKOS
Board to bring the Synopsys agreement -- an agreement that was signed
over six months ago -- up for a vote so that the stockholders get an
opportunity to let the Board know what they think of that deal,
particularly as it compares to Mentor's," Dr. Rhines concluded.
Pursuant to its all cash tender offer, Mentor Graphics is offering
to acquire IKOS Systems for $11.00 per share in cash of IKOS common
stock. Mentor Graphics' offer is not subject to any financing
condition and is scheduled to expire at 12:00 Midnight, New York City
time on Friday, January 25, 2002, unless extended. In addition, on
January 16, 2002, Mentor Graphics delivered to IKOS a merger agreement
executed by Mentor which is superior to IKOS than its existing
Synopsys agreement. Mentor's execution of that agreement will not be
revoked prior to January 31, 2002.
About Mentor Graphics
Mentor Graphics Corporation (Nasdaq: MENT - news) 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, Mentor Graphics reported revenues over the last 12 months of
more than $600 million and employs approximately 3,000 people
worldwide. Corporate headquarters are located at 8005 S.W. Boeckman
Road, Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are
located at 1001 Ridder Park Drive, San Jose, California 95131-2314.
World Wide Web site: www.mentor.com.
Mentor Graphics is a registered trademark of Mentor Graphics
Corporation. All other company or product names are the registered
trademarks or trademarks of their respective owners.
Contact:
Mentor Graphics Corporation
Ryerson Schwark, 503/685-1660
or
The Abernathy MacGregor Group, New York
Chuck Burgess
Jason Thompson
212/371-5999