Cadence bids to buy Mentor Graphics

Cadence (San Jose, Calif.) said its all-cash proposal represents a 30-percent premium over the closing price of Mentor Graphics’ common stock on June 16, 2008, the last trading day prior to public disclosure of Cadence’s proposal, a 59-percent premium over the closing price of Mentor Graphics’ common stock on May 2, 2008, when Cadence presented the terms of the proposal to Mentor Graphics, and a 46-percent premium over Mentor Graphics’ average closing price for the past 30 trading days.

In a letter sent today (June 17) to the board of directors of Mentor Graphics, in care of Walden C. Rhines, chairman and CEO of Mentor Graphics, Michael J. Fister, president and CEO of Cadence, recalled that he and Rhines first spoke about combining Cadence and Mentor Graphics on April 16, 2008. He, however, expressed disappointments that Rhines has "far been unwilling to meaningfully participate in such discussions."

In a press and analysts conference today, Fister declared: "Mentor Graphics informed us at the end of May that it desired to remain independent and did not wish to pursue further discussions regarding our proposal. We decided to publicly disclose our proposal given Mentor Graphics’ refusal to negotiate with us."

In his letter to Rhines, Fister explained why such acquisition makes sense. He wrote: "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."

Fister added: "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."

Cadence’s proposal is subject to the negotiation of a mutually agreeable merger agreement, the completion of certain limited and confirmatory due diligence, and the satisfaction of other customary conditions, including receipt of regulatory approvals.

Headquartered in Wilsonville, Oregon, Mentor Graphics counts about 4,200 employees and announced revenues of about $850 million Revenue in last reported 12 months.

Cadence reported revenues of $1.61 billion for the year 2007.

Recently, Cadence has been involved with many acquisitions. For instance, in March 2008, Cadence acquired Chip Estimate Corp., a developer of IC planning and IP reuse management tools. In August 2007, Cadence bought acquired Clear Shape Technologies Inc., a developer of Design for Manufacturability (DFM) technology, and one month before, it acquired Invarium Inc., a photolithography specialist.

"We have done 36 different kinds of acquisitions over a ten-year period, and the challenges of any of those are all the same," commented Fister in the press and analysts’ conference. "We are very thoughtful about our customers’ solution requirements and demonstrate efficiency in productivity for them. In this case, we will be able to take what we have been able to demonstrate so far to another level, and that will be very intriguing. There are all the right ingredients. It is compelling and it is at a point of time when the customers environment is very difficult as they deal with cost challenges. The time is right to come and do it."