FOR IMMEDIATE RELEASE
ICAHN COMMENTS ON MENTOR GRAPHICS
New York, New York, March 29, 2011
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn announced today that the following letter has been
delivered to the board of directors of Mentor Graphics
Corporation:
CARL C. ICAHN
767 Fifth Avenue, 47th Floor
New York, New York 10153
March 29, 2011
Via Federal Express and Email
Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Gentlemen and Ladies:
To preempt your proposed dilutive convertible debt offering,
which may act to derail an acquisition proposal, we would be
willing to lend the Company $220 million on a senior unsecured
basis, at a rate of 6.25%, for a period of two and a half years.
This note will not be convertible into common shares and will not
have any change of control penalties associated with it. We would
agree to serve as a stalking horse without fees to allow the
company to seek better terms in the market.
Based upon your earnings guidance of $1.00 per share for your
next fiscal year, we fail to see why the Company would not be able
to retire this debt with earnings generated during that timeframe,
thereby leaving the Company debt free.
It is not too late for this Board to change its mind and there
is no urgency, as the existing 6.25% Convertible Notes do not come
due until March 1, 2013. We urge you to consider our proposal or
superior proposals and not issue unnecessary dilutive securities
that may act as a great disservice to shareholders.
Very truly yours,
Carl C. Icahn
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C.
ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF MENTOR GRAPHICS
CORPORATION FOR USE AT ITS 2011 ANNUAL MEETING WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS
CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO