SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Section 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
IKOS SYSTEMS, INC.
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(Name of Registrant as Specified in Its Charter)
MENTOR GRAPHICS CORPORATION
FRESNO CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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FOR IMMEDIATE RELEASE
MENTOR GRAPHICS EXTENDS TENDER OFFER FOR IKOS SYSTEMS, INC.
WILSONVILLE, OR - February 26, 2002 - Mentor Graphics Corporation (Nasdaq: MENT)
today announced that it has waived a condition in its tender offer relating to
declines in market indexes and has extended the expiration of its $11.00 per
share cash tender offer for all outstanding shares of the common stock of IKOS
Systems, Inc. (Nasdaq: IKOS). The tender offer which was previously scheduled to
expire at 12:00 Midnight, New York City time, on Friday, March 1, 2002 will now
expire at 12:00 Midnight, New York City time, on Friday, March 8, 2002, unless
further extended.
The condition that has been waived states that there shall not have occurred any
decline in either the Dow Jones Industrial Average, the Standard & Poor's 500
Index or the Nasdaq National Market by an amount in excess of 10% measured from
the close of business on December 7, 2001. Since February 6, 2002, the Nasdaq
National Market has closed on several occasions at a level in excess of 10%
below the level at the close of business on December 7, 2001. This condition,
which is contained in Section 15(2)(c)(4) of Mentor Graphics' Offer to Purchase,
is no longer a condition to Mentor Graphics' tender offer, although the
remaining portions of the conditions have not been waived and continue as
conditions to Mentor Graphics' acceptance of tenders pursuant to its tender
offer.
As of the close of business on February 26, 2002, 461,103 shares of IKOS common
stock had been validly tendered into the offer, which, together with the 841,600
shares already beneficially owned by Mentor, represents approximately 13.8% of
IKOS' outstanding common stock (based upon 9,472,974 shares outstanding as of
January 29, 2002). The shares tendered represent approximately 4.9% of the
outstanding common stock.
As announced on December 7, 2001, Mentor Graphics offered to acquire IKOS
Systems 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. In addition, Mentor's
offer is subject to fewer conditions than the Synopsys proposal and can be
consummated months earlier than the Synopsys proposal. Mentor's offer is not
subject to any financing condition.
IMPORTANT INFORMATION
Investors and security holders are urged to read any proxy statement regarding
the proposed business combination described herein, a preliminary copy of which
was filed on February 22, 2002 with the Securities and Exchange Commission.
Investors and security holders may obtain a free copy of the tender offer
statement, each such proxy statement (when it is available) and other documents
filed by Mentor Graphics with the Commission at the Commission's web site at
www.sec.gov. The tender offer statement, each such proxy statement (when it is
available) and these other documents may also be obtained for free from Mentor
Graphics by directing a request to Ryerson Schwark, Mentor Graphics' Director of
Public and Investor Relations, at (503) 685-1660.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
IKOS stockholders of IKOS by Mentor Graphics is available in a Schedule 14A
filed by Mentor Graphics with the Commission pursuant to Rule 14a-12 on February
5, 2002. Investors and security holders may obtain a free copy of the Schedule
14A at the Commission's web site at www.sec.gov.
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.