Exhibit (a)(1)(G)
[Mentor Logo]
NOT FOR IMMEDIATE RELEASE
MENTOR GRAPHICS OFFERS TO ACQUIRE IKOS SYSTEMS, INC.
OFFERS $11.00 IN CASH PER SHARE FOR ALL OUTSTANDING IKOS SHARES
WILSONVILLE, OR -- December 7, 2001 -- Mentor Graphics Corporation (Nasdaq:
MENT) today announced that it is offering to acquire IKOS Systems, Inc. (Nasdaq:
IKOS) for $11.00 in cash per share of IKOS common stock. The offer represents a
premium of 37% over the Nasdaq closing price of IKOS stock on December 6, 2001
and a premium of 49.5% over IKOS' closing price on June 29, 2001, the last
trading day before IKOS announced its proposed acquisition by Synopsys, Inc.
(Nasdaq: SNPS). Furthermore, the offer represents a premium of 87% over the
average closing price of IKOS stock for the thirty trading days ended December
6, 2001.
"Our offer makes strategic sense for both companies," said Walden C. Rhines,
Chairman and Chief Executive Officer of Mentor Graphics. "Our acquisition of
IKOS will add to Mentor's existing products a proven and complementary emulation
product line. IKOS products provide a mid-range verification solution to
customers desiring a lower price point solution. Acquiring IKOS will also
provide Mentor with North American sales and service capabilities in the
emulation arena that we will leverage across our entire product line.
"For IKOS, our all-cash offer is clearly superior to the present agreement with
Synopsys," continued Dr. Rhines. "The Synopsys proposal is subject to onerous
closing conditions that IKOS may well not be able to satisfy in the current
environment. It is also subject to an uncertain price payable no earlier than
August 2002. Our offer is for cash at a price significantly higher than the
present trading price and can be consummated quickly, more than seven months
earlier than the Synopsys proposal."
Mentor's offer is not subject to any financing condition, and the offer is
scheduled to expire at 12:00 midnight, New York City time, on Tuesday, January
8, 2002, unless the offer is extended. Mentor beneficially owns 841,600 shares
or approximately 9.1% of IKOS' outstanding common stock. The Information Agent
for the offer is Mackenzie Partners, Inc.
The full text of the letter submitted to the Board of Directors of IKOS is
printed below.
***
Mentor Graphics Corporation
8005 SW Boeckman Rd.
Wilsonville, Oregon 97070
December 6, 2001
Board of Directors of IKOS Systems, Inc.
IKOS Systems, Inc.
79 Great Oaks Boulevard
San Jose, California 95119
c/o Ramon A. Nunez, President and Chief Executive Officer
c/o Gerald S. Casilli, Chairman of the Board of Directors
Offer to Acquire IKOS Systems, Inc.
Gentlemen:
Mentor Graphics Corporation ("Mentor Graphics") offers to acquire IKOS
Systems, Inc. ("IKOS") at a price of $11.00 per share of IKOS common stock
payable in cash.
Summary of Offer. Our offer, which is based on publicly-available
information and is not subject to any financing condition, represents a premium
of 37% over the Nasdaq closing price of IKOS' stock on December 6, 2001, and
49.5% over the Nasdaq closing price of IKOS' stock on June 29, 2001, the trading
day before the transaction with Synopsys, Inc. was announced. Furthermore, our
offer represents a premium of 87% over the average Nasdaq closing price of IKOS'
stock for the thirty trading days ended December 6, 2001. Our all-cash offer
will enable your stockholders to receive the entire premium immediately. This
will eliminate the significant risk to your stockholders with respect to the
future performance of your business, the EDA industry, the overall stock market
or the economy generally that exists under your proposed transaction with
Synopsys.
Our offer is not subject to the onerous closing conditions contained in
your agreement with Synopsys -- conditions that IKOS may well not be able to
satisfy in the current environment. For example, at the revenue/backlog and
profit rates of your quarter ended September 30, 2001, it is questionable
whether Synopsys would even be required to close the transaction, much less pay
your stockholders more than the $6.00 per share minimum in August 2002. In
contrast, our offer is for $11.00 per share in cash seven months earlier in
January 2002.
The acquisition consists of a first-step cash tender offer for all
outstanding shares of IKOS common stock, followed by a second-step merger in
which IKOS' remaining stockholders would receive the same cash price per share
paid in the tender offer.
Background. As you are no doubt aware, Mentor Graphics approached IKOS
in April 2001 to indicate its interest in making an offer for Mentor Graphics to
acquire IKOS. On several subsequent occasions, Mentor Graphics indicated its
continued interest in acquiring IKOS to IKOS and IKOS' financial advisor.
We were therefore disappointed that you chose not to contact us prior to
your acceptance of the Synopsys agreement -- an agreement which we believe your
stockholders will find inadequate. We believe that both your stockholders and
the investment community will welcome our superior all-cash offer -- an offer
which can be consummated very quickly. We further believe that the trading price
of IKOS' stock since the announcement of your agreement with Synopsys
demonstrates that your stockholders have serious reservations about a
transaction with Synopsys.
Superiority of Mentor Graphics Offer. The superiority of the Mentor
Graphics offer is easily demonstrated:
- ----------------------------- -------------------------------------- --------------------------------------
Issue Synopsys Proposal Mentor Graphics Offer
- ----------------------------- -------------------------------------- --------------------------------------
Certainty of Closing Highly conditional. There is no Minimal standard conditions for an
certainty this transaction will ever all-cash tender offer with no
close, exposing IKOS' stockholders to financing condition; no need to wait
risk of termination for more than a until late summer 2002 to find out
year; Synopsys effectively has an whether the transaction is actually
"option" to acquire IKOS. Based on completed.
an annualization of IKOS' most
recent quarterly results, it is
questionable whether Synopsys will
have any obligation to close the
transaction.
- ----------------------------- -------------------------------------- --------------------------------------
Price Unknown at this time, subject to a $11.00 per share (in cash). Our
complicated formula; based on an price is not subject to IKOS'
annualization of IKOS' most recent financial performance and represents
quarterly results, IKOS stockholders a premium of 49.5% over the Nasdaq
may not even receive $6.00 per closing price on June 29, 2001, 37% over
share. the Nasdaq closing price on December 6,
2001, and 87% over the average Nasdaq
closing price of IKOS' stock for the
thirty trading days ended December 6,
2001.
- ----------------------------- -------------------------------------- --------------------------------------
Payment of Consideration In Synopsys stock in August 2002; In cash promptly following
subject to subsequent risk of consummation of our tender offer; no
Synopsys stock performance. risk as to stock performance and no
financing condition.
- ----------------------------- -------------------------------------- --------------------------------------
Closing Date Estimated to occur in August 2002, As early as 20 business days after
over 12 months from announcement and launch of tender offer; could be by
at least eight months from now. In early-January 2002, seven months
the Synopsys transaction IKOS is in before the earliest anticipated
an uncertain state of limbo for over closing date for the Synopsys
a year from the date of announcement. transaction.
- ----------------------------- -------------------------------------- --------------------------------------
Action by IKOS Board. Our offer is vastly superior to the agreement with
Synopsys. We are prepared to move expeditiously to consummate the offer. In
accordance with your fiduciary duties to IKOS' stockholders and pursuant to your
existing rights under Section 5.2 of your agreement with Synopsys, we expect you
to afford us prompt access to information concerning IKOS so that we can operate
on a level playing field with Synopsys. Following satisfactory completion of
confirmatory due diligence, we would expect to enter into definitive
documentation for the transaction and consummate the transaction as soon as
possible thereafter.
We would strongly prefer to work with you toward the consummation of a
negotiated transaction that is in the best interests of your stockholders.
Accordingly, we stand ready to meet with you at the earliest possible time.
Please contact me to arrange a meeting.
Very truly yours,
/s/ Gregory K. Hinckley
Mentor Graphics Corporation
by Gregory K. Hinckley,
President and Chief Operating Officer
***
IMPORTANT INFORMATION
Fresno Corporation, a wholly-owned subsidiary of Mentor Graphics, has commenced
a tender offer for all of the issued and outstanding shares of common stock of
IKOS Systems, Inc. ("IKOS"), including the associated preferred stock purchase
rights, at the price of $11.00 per share, net to the seller in cash, without
interest. The offer currently is scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, January 8, 2001. Mentor Graphics may extend the offer
until the conditions to the offer, which are described in the Offer to Purchase
forming part of Mentor Graphic's tender offer statement, are satisfied. If the
offer is extended, Mentor Graphics will notify the depositary for the offer and
issue a press release announcing the extension on or before 9:00 a.m. New York
City time on the next business day following the date the offer was scheduled to
expire. The complete terms and conditions of the tender offer are contained in
the Offer to Purchase included in the tender offer statement to be filed today
by Mentor Graphics with the U.S. Securities and Exchange Commission ("SEC").
Investors and security holders may obtain a free copy of the tender offer
statement and other documents filed by Mentor Graphics with the SEC at the SEC's
website at http://www.sec.gov. The tender offer statement may also be obtained
by contacting MacKenzie Partners, Inc., the information agent for the offer, at
(800) 322-2885 (toll free) or at (212) 929-5500 (collect) or by email to:
proxy@mackenziepartners.com.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SECURITIES. THE TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT REGARDING THE TENDER OFFER
REFERRED TO IN THIS PRESS
RELEASE, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
FORWARD-LOOKING STATEMENTS
The statements contained in this press release that are not statements of
historical fact, including without limitation, statements containing the words
"believes," "expects," and words of similar import, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve a number of risks and uncertainties that are difficult to
predict. Moreover, from time to time Mentor Graphics may issue other
forward-looking statements. Actual outcomes and results may differ materially
from what is expressed or forecast in forward-looking statements. Factors that
could cause or contribute to actual results differing materially from such
forward looking statements are discussed in greater detail in Mentor Graphics'
SEC filings. Mentor Graphics disclaims any obligation to update forward-looking
statements to reflect future events or revised expectations.
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, 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.
CONTACTS
Mentor Graphics Corporation
Ryerson Schwark
Tel: 503-685-1660
Abernathy MacGregor Group
Chuck Burgess
Jason Thompson
Tel: 212-371-5999
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