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Mentor Graphics Reminds Shareholders to Vote the White Proxy Card Today

^{Published on 2011-05-10 05:45:28 - Market Wire}
 

WILSONVILLE, Ore.--([ BUSINESS WIRE ])--Mentor Graphics Corp. (NASDAQ: MENT) today issued the following open letter to its shareholders:

May 10, 2011

Dear Fellow Mentor Graphics Shareholder:

Mentor Graphicsa™ Annual Meeting of Shareholders is being held on Thursday, May 12, 2011 a" just days away. WE ARE WRITING TO REMIND ALL SHAREHOLDERS TO VOTE FOR MENTOR GRAPHICSa™ DIRECTOR NOMINEES ON THE WHITE PROXY CARD.BECAUSE TIME IS SHORT, WE ENCOURAGE ALL SHAREHOLDERS TO VOTE THE WHITE PROXY CARD BY TELEPHONE OR INTERNET. The Mentor Graphics Board of Directors also urges shareholders to discard any gold proxy card you receive from Carl Icahn.

VOTE FOR THE BOARD AND MANAGEMENT TEAM THAT IS DELIVERING RESULTS AND CREATING VALUE FOR SHAREHOLDERS

Your Board Unanimously Believes That the Continued Execution of Our Strategic Plan Offers the Greatest Value to All Mentor Graphics Shareholders

• Your Board and management team are delivering results and financial momentum, with strong operational and financial performance in fiscal year 2011 and an even stronger outlook for fiscal year 2012.
• This has translated into real value a" in the relevant one, three and five year periods, we have outpaced our closest competitors and the market indices, and have generated over a 300% return for you since the market reached its bottom in 2009.
• Your Board and management team are confident that by continuing to execute on our strategy, the company can continue to grow faster than the underlying growth of traditional EDA.
• Your Board and management team expect to return approximately $150 million of capital to shareholders through stock repurchases or dividends over the next three years.

Your Board Urges You to Reject Icahna™s Risky Platform and His Nominees

• Icahna™s platform for his nominees is a risky public sale process for your company that ignores regulatory and commercial risk and has the potential for significant value destruction.
• Icahna™s allegedly new aPlan Ba for Mentor Graphics is borrowed directly from what your Board is already doing and is simply a shallow attempt to find a reason for you to elect his nominees.
• With no actionable or differentiated plans, we believe that substituting Icahna™s nominees will not improve your company.

VOTE THE WHITE PROXY CARD TODAY

Your vote is important, no matter how many shares you own. Mentor Graphicsa™ Board of Directors recommends that shareholders vote FOR Mentor Graphicsa™ director nominees on the WHITE proxy card.BECAUSE TIME IS SHORT, WE ENCOURAGE ALL SHAREHOLDERS TO VOTE THE WHITE PROXY CARD BY TELEPHONE OR INTERNET. The Mentor Graphics Board of Directors also urges shareholders to discard any gold proxy card you receive from Carl Icahn.

If you have already voted using a gold proxy card sent to you by Icahn, you may change your vote by using the previously sent WHITE proxy card to vote today by telephone or internet.

Sincerely,

As previously announced, Mentor Graphicsa™ Annual Meeting of Shareholders will be held at 9:00 a.m. Pacific Standard Time, on Thursday, May 12^th, 2011, at Mentor Graphicsa™ offices at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070a'7777.

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 worlda™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.)

Important Information

On March 31, 2011, the company filed a definitive proxy statement with the Securities and Exchange Commission (the aSECa) in connection with the companya™s upcoming 2011 annual meeting of shareholders. Shareholders are advised to read the companya™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 companya™s proxy solicitor, MacKenzie Partners, Inc., by telephone at 1-800-322-2885 or by email at [ proxy@mackenziepartners.com ].

Forward-Looking Statements

Statements in this material regarding the companya™s outlook for future periods constitute aforward-lookinga 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 companya™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 companya™s securities or other actions of activist shareholders; (v) effects of the increasing volatility of foreign currency fluctuations on the companya™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 companya™s quarterly results of operations, all as may be discussed in more detail under the heading aRisk Factorsa in the companya™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.