Mentor Graphics Corporation Declares
Dividend Distribution of Incentive Share Purchase Rights
WILSONVILLE, Ore., Feb. 10 /PRNewswire/ -- The Board of Directors of Mentor Graphics
Corporation (Nasdaq: MENT - news) has declared a dividend distribution of one Incentive Share
Purchase Right on each outstanding share of Mentor Graphics Corporation common stock. This
action is designed to assure that all shareholders receive fair treatment in any proposed takeover.
The rights are intended to enable all Mentor Graphics shareholders to realize the long-term value
of their investment in the company. They do not prevent a takeover, but will encourage anyone
seeking to acquire the company to negotiate with the Board of Directors prior to attempting a
takeover. The rights are not being distributed in response to any specific effort to acquire control
of the company.
Subject to limited exceptions, the rights will be exercisable if a person or group acquires 15% or
more of the company's common stock or announces a tender offer for 15% or more of the common
stock. When exercisable, each right will entitle shareholders to buy one one-hundredth of a share
of newly created Series A Junior Participating Incentive Stock of the company at an exercise price
of $95.00. The company's board will be entitled to redeem the rights at $.01 per right at any time
before a person has acquired 15% or more of the outstanding common stock, effectively
terminating the rights plan.
If any person or group acquires 15% or more of the outstanding common shares of Mentor
Graphics, each right will entitle its holder to purchase, at the right's then-current exercise price, a
number of common shares of Mentor Graphics having a market value at that time of twice the
exercise price. Rights held by the acquiring person will become void and will not be exercisable to
purchase shares. In effect, this would enable a holder of rights (other than an acquiring person) to
purchase $95.00 worth of common shares at half price.
If the company is acquired in a merger or other business combination transaction which has not
been approved by the Board of Directors, each right will entitle its holder to purchase, at the
right's then-current exercise price, a number of the acquiring company's common shares having a
market value at that time of twice the right's exercise price.
The dividend distribution to establish the new rights plan will be payable to shareholders of record
on March 5, 1999. The rights will expire in ten years. The rights distribution is not taxable to
shareholders.
The company also adopted employee retention agreements for its eight senior officers that are
effective upon a change in control of the company and amendments to the company's bylaws
relating to the conduct of meetings of shareholders and directors.
Mentor Graphics Corporation is a world leader in electronic hardware and software design
solutions, providing products and consulting services for the world's largest electronics and
semiconductor companies. Established in 1981, the company reported revenues over the last 12
months of $490 million and employs approximately 2,600 people worldwide. Company
headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World
Wide Web site: mentor.com.
SOURCE: Mentor Graphics Corporation |
