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Mentor Graphics Corporation v. Quickturn Design Systems, Inc.
Citation:728 A.2d 25 (1998)
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Both Mentor and Quickturn are publicly held corporations engaged in the electronics business. Mentor sought to acquire Quickturn. When Quickturn’s stock price declined, Mentor decided to make a public bid to purchase Quickturn. On August, 1998, Mentor announced an unsolicited cash tender offer for all outstanding common shares of Quickturn at $12.125 per share. Mentor also announced its intent to solicit proxies to replace the board at a special meeting. The Quickturn board concluded that Mentor’s offer was inadequate and adopted two defensive measures in response to Mentor’s hostile takeover bid. First, the board amended its bylaws to permit stockholders holding 10% of more of Quickturn’s stock to call a special stockholders meeting. Second, the board amended Quickturn’s shareholder rights plan by eliminating its dead hand feature and replacing it with the Deferred Redemption Plan (DPR) under which no newly elected board could redeem the Rights Plan for six months after taking office.
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