EXHIBIT 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("this
Amendment"), dated as of December 16, 1998, is entered into by and among
Quickturn Design Systems, Inc., a Delaware corporation (the "Company"), Cadence
Design Systems, Inc., a Delaware corporation ("Parent"), and CDSI Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Acquisition"). Capitalized terms used herein but not defined herein shall
have the meanings set forth in the Merger Agreement (defined below).
WHEREAS, (i) the Company, Parent and Acquisition have previously
entered into that certain Agreement and Plan of Merger, dated as of December 8,
1998 (the "Merger Agreement"), and (ii) the Company, Parent and Acquisition have
determined that it is advisable to amend the terms of the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company, Parent and Acquisition hereby agree as follows:
ARTICLE 1
AMENDMENTS TO THE MERGER AGREEMENT
1.1. Section 4.6 of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
"Section 4.6. MEETING OF STOCKHOLDERS. The Company shall take all
actions necessary in accordance with the DGCL and its Certificate of
Incorporation and bylaws to duly call, give notice of, convene and
hold a meeting of its stockholders as promptly as practicable to
consider and vote upon the adoption and approval of this Agreement and
the transactions contemplated hereby. The stockholder vote required
for the adoption and approval of the transactions contemplated by this
Agreement shall be the vote required by the DGCL and the Company's
Certificate of Incorporation and bylaws. The Company will, through
the Company Board, recommend to its stockholders approval of such
matters subject to the provisions of Section 4.4(b). The Company
shall promptly prepare and file with the SEC the Proxy Statement for
the solicitation of a vote of the holders of Shares approving the
Merger, which, subject to the provisions of Section 4.4(b), shall
include the recommendation of the Company Board that stockholders of
the Company vote in favor of the approval and adoption of this
Agreement and the written opinion of the Financial Advisor that the
consideration to be received by the stockholders of the Company
pursuant to the Merger is fair to such stockholders from a financial
point of view. The Company shall use all
reasonable efforts to have the Proxy Statement cleared by the SEC
as promptly as practicable after such filing, and promptly
thereafter mail the Proxy Statement to the stockholders of the
Company. Parent shall use all reasonable efforts to obtain all
necessary state securities law or "blue sky" permits and approvals
required in connection with the Merger and to consummate the other
transactions contemplated by this Agreement and will pay all
expenses incident thereto, PROVIDED that the Company shall
cooperate with Parent in obtaining such permits and approvals as
reasonably requested."
ARTICLE 2
MISCELLANEOUS
2.1. AFFIRMATION. All terms of the Merger Agreement not expressly
amended in this Amendment remain unmodified and in full force and effect.
2.2. ENTIRE AGREEMENT. The Merger Agreement, as amended by this
Amendment, (including the Company Disclosure Schedule) constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings both written and oral
between the parties with respect to the subject matter hereof.
2.3. VALIDITY. If any provision of this Amendment or the Merger
Agreement, the application thereof to any person or circumstance is held invalid
or unenforceable, the remainder of this Amendment and the Merger Agreement and
the application of such provision to other persons or circumstances shall not be
affected thereby and to such end the provisions of this Amendment and the Merger
Agreement are agreed to be severable.
2.4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law thereof.
2.5. DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Amendment.
2.6. PERSONAL LIABILITY. This Amendment shall not create or be
deemed to create or permit any personal liability or obligation on the part of
any direct or indirect stockholder of the Company or Parent or Acquisition or
any officer, director, employee, agent, representative or investor of any party
hereto.
2.7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
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2
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be duly executed on its behalf as of the day and year first above written.
CADENCE DESIGN SYSTEMS, INC.
By: /s/H. Raymond Bingham
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Name: H. Raymond Bingham
Title: Executive Vice President and
Chief Financial Officer
QUICKTURN DESIGN SYSTEMS, INC.
By: /s/Keith R. Lobo
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Name: Keith R. Lobo
Title: President and Chief Executive Officer
CDSI ACQUISITION, INC.
By: /s/H. Raymond Bingham
---------------------------
Name: H. Raymond Bingham
Title: Executive Vice President and
Chief Financial Officer