Electronic design software maker Cadence Design Systems Inc. disclosed Tuesday it has offered $16 a share for smaller rival Mentor Graphics Corp., after failing to agree on deal privately for nearly two months.
Based on Mentor's shares outstanding as of June 2, the offer is worth $1.45 billion. Wilsonville, Ore.-based Mentor Graphics confirmed Tuesday that it has rejected the proposal, calling the price insufficient.
Mentor's chairman and chief executive, Walden C. Rhines also said in a statement the risks of the deal not gaining regulatory approval were "sufficiently high" that the ability to close it would be in jeopardy.
But San Jose, Calif.-based Cadence said it is "confident" that the proposed deal will receive the necessary regulatory approvals.
The offer is not subject to any financing condition, Cadence said, and it also includes the assumption of $69 million of debt. The per-share price represents a nearly 30 percent premium to Mentor's closing stock price on Monday.
Mentor shares climbed $2.65, or 21.5 percent, to $14.98 Tuesday. Cadence shares fell 75 cents, or 6.5 percent, to $10.84.
Cadence said it first made the proposal to Mentor on May 2.
A combined company, Cadence added, would offer a broader range of products and a more fully integrated technology portfolio. Both companies make electronic design automation software and hardware, which is used to design and test semiconductors, printed circuit boards and systems used in consumer electronics and other products.
RBC analyst Mahesh Sanganeria said the combined company would result in an electronic design automation "powerhouse" that would mean a "serious competitive threat" to Synopsys Inc.
Sanganeria rates Cadence "Outperform" and said he thinks its shareholders should get behind the deal. The analyst does not expects regulatory resistance, noting that Mentor's flagship product is complementary to Cadence's portfolio.
In a letter to Rhines on Tuesday, Cadence President and CEO Michael J. Fister said it is still the company's preference to bring the companies together "through a negotiated transaction."
But, he added, "given Mentor Graphics' refusal to engage in substantive discussions," Cadence has decided to make its proposal public. Fister said he first spoke about a possible deal on April 16, two weeks before presenting the $16-per-share offer.
Fister said in an interview he is "confident that the Cadence and Mentor teams would make this a big success."
Cadence, he added, has not been able to get substantial negotiations going with Mentor, which has said it wants to stay independent.
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