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Tom
03-20-2002, 01:08 PM
Acquisition spree aims at market leader in embedded system OSes

By Ed Sperling & Gale Morrison -- Electronic News, 3/18/2002


Mentor Graphics is on a buying spree to gain ground in the embedded systems world.

While some companies live for acquisitions, Mentor's history has been exactly the opposite. The company went through three years of on-again/off-again negotiations before announcing last week that it would acquire Accelerated Technology Inc. But with customers clamoring for one-stop shopping, not to mention the shadow of Wind River Systems Inc. getting increasingly longer, Mentor believes it no longer can afford to sit back and watch.


Hinckley: Mentor Graphics is ready to write some checks.
"We have an ambition to be the largest player in embedded software," says Mentor President Greg Hinckley. "Right now we're at $30 million and Wind River is at $400 million. Obviously we can't do it all internally."

Meanwhile, Wind River doesn't believe Mentor can do it at all. The company argues that buying up small real-time operating system (RTOS) vendors is no indication it understands the bigger changes in the embedded software world.

"It's nice for them to try to supercharge their embedded business," says Dave Fraser, VP and general manager of Wind River's networks group. "But it's a little bit late—especially since the embedded business has changed completely. It's not about operating systems and tools anymore. It's not about just supplying a little VRTX (Mentor's RTOS) or a Nucleus, in the case of Accelerated."

Fraser says the real challenge now is solving business problems, such as how to improve the efficiency of their development programs, how to get development teams from various acquisitions working together, and how to become more competitive.

"Customers are definitely looking for OSes and tools, but they need a full range of things," he says. "They need networking stacks. They need professional services and a global partner. Our customers are giant companies with huge development departments looking to gain big efficiencies. Quite frankly, we are more like a business re-engineering company than the embedded OS company that's our heritage."

Fraser also contends that Mentor's track record in the embedded world is mixed. "When Mentor bought Microtec, they got a superb debugger in XRay. They took that from being a very nice and strong product to being irrelevant," Fraser says. "Ten years ago when they bought Ready Systems and Jim Ready was an icon in the industry at that time…During that transition (the integration into Mentor), VRTX went from being the No. 1 kernel from the No. 1 company to essentially being a dead product, to just disappearing."

Jim Ready, who left Mentor in 1999 to found embedded Linux player MontaVista, warns that Mentor is taking on a lot with a challenge to Wind River.

"You can imagine that Mentor sees the same market research that others have," Ready says. "[Embedded software] ought to be a very good place to be. But Wind is a formidable, well-financed, obviously successful company. I would not want to go after them on their turf."

But Ready says there is a place for Mentor, if it can play from its strengths. "Mentor's strength is on the EDA side, the tie-in to Seamless," Ready says. Seamless is Mentor's hardware/software co-verification tool, which boasts 90 percent market share, according to Gartner Dataquest's most recent numbers. Dataquest forecasts this to be about a $25.4 million market this year.

"Where Seamless is strongest is the smaller, less connected devices. Some customers can really benefit from Mentor's strengths," Ready says. "They've found the closest coupling with the kind of things that Seamless can support: the smaller, more compact kernels. …Mentor's strengths are Seamless and the XRay debugger. That's why they bought Microtec, and they put a lot of work in that. It makes sense to pour gas on that fire."

Fraser and Ready contend that Mentor, acquisitions or not, won't be playing in the mainstream embedded systems world where connectivity is paramount. Mentor says it will.

Moreover, Hinckley says that with Neil Henderson running the embedded systems division—Henderson was president of Accelerated Technology until the acquisition and will now become general manager of the Mentor embedded division—the team is set to make those acquisitions work.


Henderson: “It’s shopping time.”
But it clearly will have to work far more quickly than in the past. Mentor has a lot of lost ground to make up, and it has been extremely slow at closing deals. It spent four years acquiring Ikos Systems, which it also announced last week. In the case of Accelerated Technology, Henderson says the deal was almost closed six months after negotiations began, but the two companies couldn't agree on their combined direction. It took another 42 months to finally strike an agreement.

"A lot of time was spent on potential integration issues," Henderson says.

Price was less of an issue, and executives involved say it will be even less of an issue in the future. With a market cap of between $1.5 billion and $1.75 billion, and most software companies valued in the range of less than $3 million, Mentor executives believe that adding new companies will be a relatively simple matter.

In fact, what slowed down the acquisition of Accelerated was not money; it was a question of who would run the embedded group.

With that issue resolved, Henderson says the combined company can go out and spend its money to gain market share and put together more complete solutions.

"It's shopping time," he says. "We can't do all of that organically."

Tom
03-21-2002, 08:29 AM
EMBEDDED SYSTEMS CONFERENCE, San Francisco, Calif. – Mar. 11, 2002 – Mentor Graphics today announced the acquisition of privately-held embedded software company, Accelerated Technology, Inc.™ (ATI). Financial details of the transaction were not disclosed. ATI, an established provider of real-time and embedded systems development software, will spearhead Mentor’s expanded Embedded Systems Division, reinforcing the company’s commitment to matching software development products with hardware design and verification tools.

"Mentor Graphics recognized early that software development would become the primary bottleneck in delivery of complex designs," said Dr. Walden C. Rhines, chairman and CEO for Mentor Graphics. "In order to successfully integrate IC development into full system design, embedded software and hardware EDA providers need to work together to provide software development that is staged early in the IC design flow."

Rhines continued, "With the acquisition of Accelerated Technology, we significantly strengthen our embedded software portfolio, allowing us to offer our customers a unique combination of best-in-class embedded software and hardware design and verification solutions."

Accelerated Technology will continue to operate from its current location in Mobile, Alabama. Its two distinct product lines, code|lab™, an embedded software development suite and Nucleus™, a royalty-free real-time operating system, will join the Mentor XRAY® Debugger as part of the Mentor Graphics Embedded Systems Division. The product portfolio will continue being integrated into other Mentor solutions, including the Seamless® Hardware/Software Co-Verification Environment™. Current president of Accelerated Technology, Neil Henderson, becomes general manager of the division.

ATI’s broad customer base includes Compaq, Honeywell, Motorola, NASA, Sony and Texas Instruments and its products are used in a broad selection of applications, ranging from telecommunications, networking and portable devices to industrial control and medical instrumentation.

"By designing and maintaining all our software products in-house, we have developed extensive knowledge and expertise in the embedded market," said Neil Henderson, general manager of the Mentor Graphics Embedded Systems Division. "As part of Mentor Graphics, we gain total access to Mentor’s sales and marketing resources, distribution channels, engineering team and worldwide recognition, enabling us to reach more integrated software solutions for the embedded design community."

About Mentor Graphics Corporation

Mentor Graphics Corporation (Nasdaq: MENT) is a world leader in electronic hardware and software design solutions, providing products, consulting services and award-winning support for the world's most successful electronics and semiconductor companies. Established in 1981, the company reported revenues over the last 12 months of more than $600 million and employs approximately 3,100 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are located at 1001 Ridder Park Drive, San Jose, California 95131-2314. World Wide Web site: www.mentor.com.

Mark Larson
04-24-2002, 05:25 AM
Is Mentor a cash cow? Looks like you will be using software from your competitor, I imagine the topic of Mentor buying Innoveda will come up a time or two at the User Conference.

Lameris
04-24-2002, 05:48 AM
Everyone needs a little competition. Gosh knows we have had enough problems with WR. But in Board design, it looks like the competition is getting light...

phillipr
04-24-2002, 06:25 AM
http://biz.yahoo.com/djus/020424/200204240019000013_1.html (http://biz.yahoo.com/djus/020424/200204240019000013_1.html)

Check out this link

phillipr
04-24-2002, 06:28 AM
Link (http://biz.yahoo.com/djus/020424/200204240019000013_1.html)

Tom
04-24-2002, 08:18 AM
Wednesday April 24, 12:19 am Eastern Time

Mentor Graphics Corporation Agrees to Acquire Innoveda, Inc.

WILSONVILLE, Ore. -(Dow Jones)- Mentor Graphics Corp. (MENT) signed a definitive agreement to acquire Innoveda Inc. (INOV) for $3.95 a share cash, or about $160 million.

Mentor's offer represents a premium of 66% based on Innoveda's Tuesday closing price.

Nasdaq trading in shares of Innoveda, which has 39.9 million shares outstanding, closed Tuesday at $2.38, down 7 cents.

In a press release Tuesday, the companies said both boards approved the merger.

Shareholders representing about 39% of the Innoveda shares outstanding agreed to tender their shares in the offer, the companies said.

Shares of Mentor Graphics, which has 65.3 million shares outstanding, closed Tuesday at $18.60, down 63 cents.

Mentor Graphics, which had revenue of $600.4 million for its year ended Dec. 31 , said the acquisition "significantly broaden its position in both the PCB systems and wire harness design markets" through the integration of Innoveda systems.

randychase
04-24-2002, 08:27 AM
Originally posted by Mark Larson
Is Mentor a cash cow? Looks like you will be using software from your competitor, I imagine the topic of Mentor buying Innoveda will come up a time or two at the User Conference.

I expect it will be almost the main topic at the lunch panel discussions.

Mark Larson
04-24-2002, 09:36 AM
the main shareholders in Innoveda are:

a VC ~25%
Wells Fargo ~23%

money boys have no stake in a company except to maximise ching

in addition to the future of the tools, I wonder about the people, there are a number of good people there who will no doubt be shuffled, perhaps even out the door, both PADS and ViewLogic had/have excellent customer support IMO, even if my beloved tools continue for another 15 years what about support? If you think their support has been bad, you don't know what bad support is.

phillipr
04-25-2002, 02:31 AM
Yes, things like this have far a reaching affects.
Our Uk Innoveda Resellers Future will also be uncertain.

Tom
04-25-2002, 07:15 AM
Mentor Graphics Corporation Agrees to Acquire Innoveda, Inc.

WILSONVILLE, Ore.--(BUSINESS WIRE)--April 23, 2002--Mentor Graphics Corporation (Nasdaq:MENT - news) and Innoveda, Inc. (Nasdaq:INOV - news) announced today that they 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.

Under the terms of the merger agreement, Indiana Merger Corporation, a wholly-owned subsidiary of Mentor Graphics, will make a tender offer to purchase all outstanding shares of common stock of Innoveda at a price of $3.95 per share in cash. 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, 2002, 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.

The proposed acquisition will significantly broaden Mentor's position in both the PCB systems and wire harness design markets through the integration of Innoveda's complementary solutions. "PCB design continues to increase in complexity, requiring solutions that address challenges with advanced interconnect and signal integrity, as well as provide supply chain integration and data management," said Henry Potts, vice president and general manager of Mentor's Systems Design Division. "These challenges are placing PCB design back in the critical path for systems design and are evident whether you are creating a quick prototype or working in a complex integrated global enterprise."

"Innoveda's technology, products and roadmap provide additional components for the realization of our product strategy to address these challenges," said Potts. "Mentor is committed to the systems design industry, and intends to continue to support Innoveda's customers."

"We're looking forward to joining the Mentor team, and contributing to its leadership position in PCB and wire harness design and analysis," said William J. Herman, chairman and CEO of Innoveda. "We see a great deal of synergy in our respective product lines and development teams, and believe that the combination of our technology and Mentor's proven solutions and market presence will offer tremendous benefits to customers. New challenges in electronic systems and PCB design are driving customers to revisit their entire design solution strategy. This is a great opportunity for us as well as the systems design community."

Needham & Company and Banc of America Securities serve as the financial advisors to Mentor for this acquisition. Robertson Stephens acted as the exclusive financial advisor to Innoveda in this transaction.
Mentor Graphics Corporation Agrees to Acquire Innoveda, Inc.

WILSONVILLE, Ore.--(BUSINESS WIRE)--April 23, 2002--Mentor Graphics Corporation (Nasdaq:MENT - news) and Innoveda, Inc. (Nasdaq:INOV - news) announced today that they 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.

Under the terms of the merger agreement, Indiana Merger Corporation, a wholly-owned subsidiary of Mentor Graphics, will make a tender offer to purchase all outstanding shares of common stock of Innoveda at a price of $3.95 per share in cash. 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, 2002, 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 te.der offer and if necessary, to vote their shares in favor of the proposed merger.

The proposed acquisition will significantly broaden Mentor's position in both the PCB systems and wire harness design markets through the integration of Innoveda's complementary solutions. "PCB design continues to increase in complexity, requiring solutions that address challenges with advanced interconnect and signal integrity, as well as provide supply chain integration and data management," said Henry Potts, vice president and general manager of Mentor's Systems Design Division. "These challenges are placing PCB design back in the critical path for systems design and are evident whether you are creating a quick prototype or working in a complex integrated global enterprise."

"Innoveda's technology, products and roadmap provide additional components for the realization of our product strategy to address these challenges," said Potts. "Mentor is committed to the systems design industry, and intends to continue to support Innoveda's customers."

"We're looking forward to joining the Mentor team, and contributing to its leadership position in PCB and wire harness design and analysis," said William J. Herman, chairman and CEO of Innoveda. "We see a great deal of synergy in our respective product lines and development teams, and believe that the combination of our technology and Mentor's proven solutions and market presence will offer tremendous benefits to customers. New challenges in electronic systems and PCB design are driving customers to revisit their entire design solution strategy. This is a great opportunity for us as well as the systems design community."

Needham & Company and Banc of America Securities serve as the financial advisors to Mentor for this acquisition. Robertson Stephens acted as the exclusive financial advisor to Innoveda in this transaction.