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Product category: Design and Development Software
News Release from: Mentor Graphics UK
Edited by the Electronicstalk Editorial Team on 25 April 2002

Mentor to acquire Innoveda

Note: A free brochure or catalogue is available from Mentor Graphics UK about its services. Click here to request a copy.

Mentor Graphics and Innoveda have signed a definitive merger agreement providing for Mentor Graphics to acquire all the outstanding shares of Innoveda

Mentor Graphics and Innoveda have signed a definitive merger agreement providing for Mentor Graphics to acquire all the outstanding shares of Innoveda for $3.95 per share in cash, for a total purchase price of approximately $160 million. The boards of directors of both companies have approved the merger agreement.

Under the terms of the merger agreement, Indiana Merger Corporation, a wholly owned subsidiary of Mentor Graphics, will make a tender offer to purchase all outstanding shares of common stock of Innoveda at a price of $3.95 per share in cash.

The tender offer will be subject to certain conditions, including the receipt of all necessary government approvals and the tender, without withdrawal prior to the expiration of the offer, of at least a majority of Innoveda's outstanding shares on a fully diluted basis.

The merger agreement provides for the tender offer, which is expected to commence by 30th April 2002, to be followed by a second-step merger in which those shares not tendered will be converted into the right to receive the same $3.95 per share in cash.

Stockholders representing approximately 39% of the outstanding shares of Innoveda have entered into support agreements under which they agreed, among other things, to tender their shares in the tender offer and if necessary, to vote their shares in favour of the proposed merger.

The proposed acquisition will significantly broaden Mentor's position in both the PCB systems and wire harness design markets through the integration of Innoveda's complementary solutions.

"PCB design continues to increase in complexity, requiring solutions that address challenges with advanced interconnect and signal integrity, as well as provide supply chain integration and data management", said Henry Potts, vice president and general manager of Mentor's Systems Design Division.

"These challenges are placing PCB design back in the critical path for systems design and are evident whether you are creating a quick prototype or working in a complex integrated global enterprise".

"Innoveda's technology, products and roadmap provide additional components for the realization of our product strategy to address these challenges", said Potts.

"Mentor is committed to the systems design industry, and intends to continue to support Innoveda's customers".

"We're looking forward to joining the Mentor team, and contributing to its leadership position in PCB and wire harness design and analysis", said William J Herman, chairman and CEO of Innoveda.

"We see a great deal of synergy in our respective product lines and development teams, and believe that the combination of our technology and Mentor's proven solutions and market presence will offer tremendous benefits to customers.

New challenges in electronic systems and PCB design are driving customers to revisit their entire design solution strategy.

This is a great opportunity for us as well as the systems design community".

Needham and Company and Banc of America Securities serve as the financial advisors to Mentor for this acquisition.

Robertson Stephens acted as the exclusive financial advisor to Innoveda in this transaction.

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