Mentor Graphics Obtains Glass Lewis Support for all of its Director Nominees
ISS Splits Recommendation for Two of Three Icahn Nominees
WILSONVILLE, Ore., May 2, 2011 - Mentor Graphics Corp. (NASDAQ: MENT) today commented on proxy advisory reports from Glass Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services (“ISS”):
Mentor Graphics is pleased that Glass Lewis is recommending that shareholders support all of Mentor Graphics’ nominees and reject all of Icahn’s nominees. Mentor Graphics is pleased that ISS rejected Schechter, an Icahn employee and one of his nominees. The company believes that ISS’s recommendation of the other two Icahn nominees reflects its general tendency to support dissidents seeking minority slates. Mentor Graphics believes that ISS ignored the serious issues raised by the Icahn platform, which would provide Icahn with a liquidity event through a public sale process that has substantial regulatory and commercial risks and is likely to destroy shareholder value.
The company urges its shareholders to elect the board members who have brought Mentor Graphics shareholders the following results and strong outlook:
- Mentor Graphics’ share price has outperformed the NASDAQ index and the company’s two closest competitors, generating a return of 322% in the approximately two-year period between when the NASDAQ reached its lowest point as a result of the financial crisis and when Icahn announced his unsolicited proposal to acquire Mentor Graphics. In the same period, Synopsys returned 65%, Cadence returned 181% and the NASDAQ returned 123%.
- Mentor Graphics is confident that by continuing to execute its strategy, the company can continue to grow faster than the underlying growth of traditional EDA.
- Mentor Graphics expects to continue to deliver excellent results and to return approximately $150 million of capital to shareholders through stock repurchases or dividends over the next three years.
The Mentor Graphics Board of Directors urges shareholders to vote FOR the company’s highly qualified director nominees on the WHITE proxy card today.
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 electronic, semiconductor and systems companies. Established in 1981, the company reported revenues over the last 12 months of about $915 million. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World Wide Web site: http://www.mentor.com/.
(Mentor Graphics and Mentor are registered trademarks of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners.)
On March 31, 2011, the company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the company’s upcoming 2011 annual meeting of shareholders. Shareholders are advised to read the company’s definitive proxy statement and any other relevant documents filed by the company with the SEC, before making any voting or investment decision because they contain important information. The definitive proxy statement is, and any other relevant documents and other material filed with the SEC concerning the company will be, when filed, available free of charge at http://www.sec.gov and http://www.mentor.com/company/investor_relations. In addition, copies of the proxy materials may be requested from the company’s proxy solicitor, MacKenzie Partners, Inc., by telephone at 1-800-322-2885 or by email at firstname.lastname@example.org.
Statements in this material regarding the company’s outlook for future periods constitute “forward-looking” statements based on current expectations within the meaning of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company or industry results to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: (i) weakness or recession in the US, EU, Japan or other economies; (ii) the company’s ability to successfully offer products and services that compete in the highly competitive EDA industry; (iii) product bundling or discounting of products and services by competitors, which could force the company to lower its prices or offer other more favorable terms to customers; (iv) possible delayed or canceled customer orders, a loss of key personnel or other consequences resulting from the business disruption and uncertainty of prolonged proxy fights, offers to purchase the company’s securities or other actions of activist shareholders; (v) effects of the increasing volatility of foreign currency fluctuations on the company’s business and operating results; (vi) changes in accounting or reporting rules or interpretations; (vii) the impact of tax audits by the IRS or other taxing authorities, or changes in the tax laws, regulations or enforcement practices where the company does business; (viii) effects of unanticipated shifts in product mix on gross margin; and (ix) effects of customer seasonal purchasing patterns and the timing of significant orders, which may negatively or positively impact the company’s quarterly results of operations, all as may be discussed in more detail under the heading “Risk Factors” in the company’s most recent Form 10-K or Form 10-Q. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements to reflect future events or developments.
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