0000902664-11-000728.txt : 20110401 0000902664-11-000728.hdr.sgml : 20110401 20110401170201 ACCESSION NUMBER: 0000902664-11-000728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110401 DATE AS OF CHANGE: 20110401 GROUP MEMBERS: ALBERTA INVESTMENT MANAGEMENT CORPORATION GROUP MEMBERS: CASABLANCA CAPITAL I LLC GROUP MEMBERS: CASABLANCA CAPITAL LLC GROUP MEMBERS: CASABLANCA SPECIAL OPPORTUNITIES FUND I, LLC GROUP MEMBERS: DONALD G. DRAPKIN GROUP MEMBERS: DOUGLAS TAYLOR GROUP MEMBERS: ELEMENT CAPITAL ADVISORS LTD. GROUP MEMBERS: ELEMENT MULTI STRATEGY FUND LTD. GROUP MEMBERS: FRANCISCO D'AGOSTINO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 11732344 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASABLANCA CAPITAL LLC CENTRAL INDEX KEY: 0001511181 IRS NUMBER: 271928183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 759 5626 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p11-1060sc13da.htm CASABLANCA CAPITAL LLC p11-1060sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
  
   
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Mentor Graphics Corporation
(Name of Issuer)
 
Common Stock, without par value
(Title of Class of Securities)
 
587200106
(CUSIP Number)
 
Casablanca Capital LLC
450 Park Avenue, Suite 1403
New York, NY 10022
Attn: Douglas Taylor
(212) 759-5626
 
 
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 31, 2011
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
 
(Page 1 of 13 Pages)
--------------------------
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
CUSIP No. 587200106
 
SCHEDULE 13D/A
Page 2 of 13 Pages



1
NAME OF REPORTING PERSON
Casablanca Special Opportunities Fund I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
573,683
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
573,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON*
OO



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 3 of 13 Pages



1
NAME OF REPORTING PERSON
Casablanca Capital I LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
573,683
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
573,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON*
IA, OO




 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 4 of 13 Pages


1
NAME OF REPORTING PERSON
Casablanca Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IA, OO



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 5 of 13 Pages



1
NAME OF REPORTING PERSON
Donald G. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF, OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
25,410
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
25,410
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
771,762
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 6 of 13 Pages



1
NAME OF REPORTING PERSON
Douglas Taylor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO and AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 7 of 13 Pages



1
NAME OF REPORTING PERSON
Francisco D'Agostino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
782,652
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
782,652
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
782,652
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 8 of 13 Pages



1
NAME OF REPORTING PERSON
Element Multi Strategy Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON*
CO



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 9 of 13 Pages



1
NAME OF REPORTING PERSON
Element Capital Advisors Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON*
IA, CO



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 10 of 13 Pages



1
NAME OF REPORTING PERSON
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,205,282
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,205,282
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,205,282
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
4.7%
14
TYPE OF REPORTING PERSON*
IA, OO



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 11 of 13 Pages



This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission on February 3, 2011, Amendment No. 1 filed with the Securities and Exchange Commission on February 8, 2011 ("Amendment 1"), Amendment No. 2 filed with the Securities and Exchange Commission on February 14, 2011 ("Amendment 2"), Amendment No. 3 filed with the Securities and Exchange Commission on March 10, 2011 ("Amendment 3") and Amendment No. 4 filed with the Securities and Exchange Commission on March 14, 2011 ("Amendment 4", and together with the Original Schedule 13D, Amendment 1, Amendment 2, Amendment 3 and this Amendment No. 5, the "Schedule 13D"), with respect to the common shares (the "Shares"), without par value per share, of Mentor Graphics Corporation. Except as set forth herein the Schedule 13D is unmodified.

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:

On March 31, 2011, Casablanca sent the Issuer a letter (the "March 31 Letter"), objecting to the Issuer's board of director's rejection, out of hand, of a $17 per share offer for the Issuer and its commencement of a private placement of $220 million in aggregate principal amount of the Issuer's Convertible Subordinated Debentures due 2031.  A copy of the March 31 Letter is filed as Exhibit 11 to the Schedule 13D and is incorporated herein by reference.

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit
Description
1
Joint Filing Agreement. (Previously Filed)
2
Form of Casablanca Investment Advisory Agreements with clients with respect to the securities of the Issuer. (Previously Filed)
3
Investment Advisory Agreement, dated November 9, 2010, between AIMCo and Casablanca. (Previously Filed)
4
Letter dated February 7, 2011 from Casablanca Capital LLC to board of directors of Mentor Graphics Corporation. (Previously Filed)
5
Notice dated February 11, 2011 from Casablanca Special Opportunities Fund I, LLC to board of directors of Mentor Graphics Corporation.  (Previously Filed)
6
The Amended and Restated Operating Agreement of Casablanca Special Opportunities Fund I, LLC dated October 19, 2010.  (Previously Filed)
7
Nominee Agreement with Donald G. Drapkin.  (Previously Filed)
8
Nominee Agreement with Arthur Becker.  (Previously Filed)
9
Nominee Agreement with Michael Barr.  (Previously Filed)
10
Letter dated March 14, 2011, from Casablanca Special Opportunities Fund I, LLC to Mentor Graphics Corporation. (Previously filed)
              11 Letter dated March 31, 2011, from Casablanca Capital LLC to Mentor Graphics Corporation. 



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 12 of 13 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  April 1, 2011

 
Casablanca Special Opportunities Fund I, LLC
   
 
By:
Casablanca Capital LLC, its Investment Manager
   
 
By:
/s/ Douglas Taylor
 
Name:
Douglas Taylor
 
Title:
Chief Executive Officer
     
 
Casablanca Capital I LLC
   
 
By:
/s/ Douglas Taylor
 
Name:
Douglas Taylor
 
Title:
Chief Executive Officer
     
 
Casablanca Capital LLC
   
 
By:
/s/ Douglas Taylor
 
Name:
Douglas Taylor
 
Title:
Chief Executive Officer
   
 
/s/ Donald G. Drapkin
 
Donald G. Drapkin
   
 
/s/ Douglas Taylor
 
Douglas Taylor
   
 
/s/ Francisco D'Agostino
 
Francisco D'Agostino



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page 13 of 13 Pages



 
Element Multi Strategy Fund Ltd.
   
 
By:
/s/ Francisco D'Agostino
 
Name:
Francisco D'Agostino
 
Title:
Director
   
   
 
Element Capital Advisors Ltd.
   
 
By:
/s/ Francisco D'Agostino
 
Name:
Francisco D'Agostino
 
Title:
Director
   
   
 
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
   
 
By:
/s/ Brian Gibson
 
Name:
Brian Gibson
 
Title:
Senior Vice President,
   
Public Equities


EX-99 2 p11-1060exhibit11.htm EXHIBIT 11 p11-1060exhibit11.htm

EXHIBIT 11

Letter dated March 31, 2011, from Casablanca Capital, LLC
to Mentor Graphics Corporation.


March 31, 2011
 
 
Casablanca Capital LLC
450 Park Avenue
Suite 1403
New York, NY 10022
 
 
Via Federal Express and Email
 
 
Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
 
 
Gentlemen and Ladies:
 
 
Mentor’s share price has severely underperformed all relevant benchmarks since Walden Rhines became CEO in 1993. On an unaffected basis1 the share price is down 17% during Mr. Rhines’ tenure, while Cadence’s share price is up 287%, Synopsys’ 117% and the S&P 500 has risen 181%. Despite this disappointing performance, the Board awarded Mr. Rhines on average over $2 million a year. This is unacceptable. It is time that Mr. Rhines and this Board stop working for themselves and start working for the company’s shareholders.
 
 
Under Mr. Rhines, management and the Board have not only failed to deliver acceptable operational and share price performance, but have consistently disregarded shareholder concerns. The Board’s recent actions regarding shareholder processes and the rejection of shareholder nominees to the Board reflects and perpetuates a pattern of management and Board entrenchment resulting in an average tenure of over 15 years among current directors.  Mentor Graphics has become a poster child for unresponsive management and unfulfilled promises with a BOARD THAT IS NOT ACTING IN SHAREHOLDERS’ BEST INTERESTS.
 
 
Without any viable alternative, the Board rejected out of hand the Icahn Group’s $17 per share offer for Mentor Graphics to the detriment of Mentor’s shareholders, despite the offer representing a 23% premium to the average share price since 1993, a level the shares have rarely achieved and have never sustained. The Board has also publicly prejudged the feasibility of a third party combination despite strong strategic and financial rationale, and we believe likely interest. The Board’s assertion that Mentor’s recent share price performance is a result of management’s execution is a blatant misrepresentation of the facts. The share price is coming off a distressingly low level as it disproportionately underperformed its peers and the market leading up to the crisis and it has benefited greatly from the Icahn Group’s and Casablanca’s purchasing of approximately 20% of the shares outstanding and even further from the Icahn Group’s offer of $17 per share.
 
 
The Board has also stated that the company’s current strategic plan is in the best interest of shareholders and asks that we trust in management’s ability to deliver marked improvement. However, Mentor’s record of operating performance under its leadership provides no basis whatsoever for that trust. Mentor’s operating margins and share price have lagged both Synopsys and Cadence over the past ten years as management has made no material improvement in aligning its cost structure to that of its peers.
 
 
As a further insult to shareholders, Mentor’s issuance of $253mm of convertible bonds is an ill-timed and ill-conceived action that serves to dilute shareholders, increases the costs for potential buyers and further entrenches the company’s leadership. The pre-negotiated stock purchases, which were not made available to all shareholders, are abusive. Mentor has opted to pursue these punitive actions towards shareholders despite other non-dilutive alternatives.
 
 
While it is often difficult to change entrenched points of view, we strongly believe it is in the best interest of shareholders, the company and its employees that the Board open a dialogue with shareholders and actively pursue all alternatives including a sale of the company. To that end, we are reaffirming our previously stated intention to support the Icahn Group’s slate of nominees to the Board. Time is up for Mentor’s failing leadership.
 
 
Kind regards,

Douglas Taylor
Chief Executive Officer

About Casablanca
Casablanca Capital LLC is a research driven investment manager.  Casablanca Capital, and, on behalf of its affiliated funds, managed accounts, certain investment advisory clients and funds under common control (“Casablanca” or “we”) and Donald Drapkin (“Drapkin”, and together with Casablanca, the “Investors”) collectively have beneficial ownership in Mentor Graphics Corporation (“Mentor” or the “Company”) of more than 6 million shares, or approximately 5.5%, of the Company’s outstanding common stock.

###

 
1 Unaffected share price represents the average share price of Casablanca’s and the Icahn Group’s purchases of $10.37