Item 8.01. Other Events.
On March 28, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware
corporation (“Parent”) received merger control clearance from the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) to complete the pending acquisition of the Company by Parent pursuant to the Agreement and
Plan of Merger, dated November 12, 2016, among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”).
The notice of clearance from MOFCOM satisfies the final regulatory condition to closing the Merger, which remains subject to other customary
closing conditions. The Company expects the Merger to close on March 30, 2017.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) and
mailed or otherwise provided to its shareholders a proxy statement regarding the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC (when
available) from the SEC’s website at
www.sec.gov
and the Company’s website at
www.mentor.com
. In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the
Company free of charge by directing a request to Mentor Graphics Corporation, Investor Relations, 8005 SW Boeckman Rd., Wilsonville, OR 97070, 1-503-685-1462.
Forward Looking Statements
Any
statements in this communication about the Company’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance, including statements regarding the proposed acquisition of the Company
by Siemens Industry, Inc., the expected timetable for completing the transaction, benefits and synergies of the transaction and future opportunities for the combined company that are not historical facts are forward-looking statements. The Company
intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Reform Act of 1995. In some cases,
forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” and similar expressions, although not all
forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as:
(1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the failure to satisfy any closing conditions, (3) risks related to disruption of management’s
attention from the Company’s ongoing business operations due to the proposed transaction, and (4) the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does business, or on its operating results and business generally. Additional risks relating to the Company and its business are described under Item 1A, “Risk Factors,” in the
Company’s periodic filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and its Quarterly Reports on Form 10-Q for the periods ended April 30,
2016, July 31, 2016 and October 31, 2016. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. Further, any forward-looking statement speaks only as
of the date of this communication and the Company disclaims any obligation to update any such forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements to reflect future events or
developments.