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:
- ------------------------------------------------------------------------------
(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):
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
MENTOR GRAPHICS EXTENDS TENDER OFFER FOR IKOS SYSTEMS, INC.
WILSONVILLE, OR - March 11, 2002 - Mentor Graphics Corporation (Nasdaq: MENT)
announced today that it has extended its $11.00 per share cash tender offer for
all outstanding shares of the common stock of IKOS Systems, Inc. (Nasdaq: IKOS)
to 12:00 Midnight, New York City time, on Friday, March 15, 2002, unless further
extended. The tender offer was previously scheduled to expire at 12:00 Midnight,
New York City time, on Friday, March 8, 2002.
Mentor Graphics noted that the Board of Directors of IKOS Systems, Inc. has
again determined that Mentor Graphics' offer is superior to the Synopsys
agreement and that IKOS is taking steps that may allow IKOS to sign the merger
agreement that Mentor Graphics delivered to IKOS on January 16, 2002. Mentor
Graphics stated that its merger agreement continues to be open for acceptance
by IKOS.
As of the close of business on March 8, 2002, 565,002 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
14.8% of IKOS' outstanding common stock (based upon 9,472,974 shares outstanding
as of January 29, 2002). The shares tendered represent approximately 6.0% of the
outstanding common stock.
Pursuant to its all cash tender offer, Mentor Graphics is offering to acquire
IKOS Systems for $11.00 in cash per share of IKOS common stock. Mentor Graphics'
offer is not subject to any financing condition. In addition, on January 16,
2002, Mentor Graphics delivered to IKOS a merger agreement executed by Mentor,
which the IKOS Board of Directors has determined is superior to its existing
Synopsys agreement.
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 sit 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 that $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.
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CONTACTS
Mentor Graphics Corporation The Abernathy MacGregor Group
Ryerson Schwark Chuck Burgess
Tel: 503-685-1660 Jason Thompson
Tel: 212-371-5999