As filed with the Securities and Exchange Commission on April 24, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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INNOVEDA, INC.
(Name of Subject Company (Issuer))
INDIANA MERGER CORPORATION
a wholly-owned subsidiary of
MENTOR GRAPHICS CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45769F102
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(Cusip Number of Class of Securities)
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DEAN M. FREED
VICE PRESIDENT AND GENERAL COUNSEL
MENTOR GRAPHICS CORPORATION
8005 S.W. BOECKMAN ROAD
WILSONVILLE, OREGON 97070-7777
(503) 685-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)
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COPIES TO:
CHRISTOPHER L. KAUFMAN, ESQ.
LATHAM & WATKINS
135 COMMONWEALTH DRIVE,
MENLO PARK, CALIFORNIA 94025-3636
(650) 328-4600
CALCULATION OF FILING FEE
- ------------------------------------------ ---------------------------------------
Transaction Valuation Amount of Filing Fee
- ------------------------------------------ ---------------------------------------
Not Applicable Not Applicable
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issue tender offer subject to Rule 13e-4.
[ ] going-private transaction to Rule 13a-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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[MENTOR GRAPHICS CORPORATION LOGO] [INNOVEDA, INC. LOGO]
MENTOR GRAPHICS CORPORATION
AGREES TO ACQUIRE INNOVEDA, INC.
WILSONVILLE, OR, April 23, 2002 -- Mentor Graphics Corporation (Nasdaq: MENT)
and Innoveda, Inc. (Nasdaq: INOV) announced today that they have signed a
definitive merger agreement providing for Mentor Graphics to acquire all of 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 April 30, 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 favor 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 Graphics' 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 Mr.
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 & 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 for this transaction.
ABOUT INNOVEDA
Innoveda, Inc. (Nasdaq: "INOV") is a worldwide leader in electronic design
automation (EDA) technology, software and services for businesses in the
consumer electronics, computer, telecommunications, automotive and aerospace
industries. Innoveda's innovative solutions are intended to empower people for
mission-critical areas of the design process. Headquartered in Marlboro,
Massachusetts, Innoveda has sales offices and research centers worldwide.
Additional information can be found at: http://www.innoveda.com/
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 electronics and
semiconductor companies. Established in 1981, Mentor Graphics reported revenues
over the last 12 months of more than $600 million and employs approximately
3,100 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman
Road, Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are located at
1001 Ridder Park Drive, San Jose, California 95131-2314. World Wide Web site:
www.mentor.com.
ADDITIONAL INFORMATION
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Innoveda. Innoveda stockholders are advised to read the
tender offer statement and the solicitation/recommendation statement regarding
the acquisition referenced in this press release, which will be filed with the
Securities and Exchange Commission upon the commencement of the tender offer.
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the solicitation/
recommendation statement will contain important information which should be read
carefully before any decision is made with respect to the offer. Innoveda
stockholders may obtain a free copy of the tender offer statement and the
solicitation/recommendation statement when they are available and copies of
other documents filed by Mentor Graphics and Innoveda with the SEC at the SEC's
Web site at www.sec.gov. The tender offer statement and the solicitation/
recommendation statement and these other documents may also be obtained by
Innoveda stockholders without cost to them from Mentor Graphics and Innoveda.
# # #
For more information, please contact:
Ry Schwark Len Harmon
Mentor Graphics Innoveda
(503) 685-1660 (508) 303-5346
ry_schwark@mentor.com lharmon@innoveda.com