Mentor Graphics Corp. and Innoveda Inc. 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.
Innoveda, of Marlboro, MA, is a provider of electronic design automation (EDA) technology, software and services for businesses in the consumer electronics, computer, telecommunications, automotive and aerospace industries. Mentor Graphics Corp., Wilsonville, OR, is a provider of electronic hardware and software design solutions, providing products, consulting services, and support for the world’s electronics and semiconductor companies.
Under the terms of the merger agreement, Indiana Merger Corp., a wholly owned subsidiary of Mentor Graphics, will make a tender offer to purchase all outstanding shares of common stock of Innoveda. 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, 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.