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Icahn Comments on Mentor Graphics

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NEW YORK, March 29, 2011 /PRNewswire/ -- Carl C. Icahn announced today that the following letter has been delivered to the board of directors of Mentor Graphics Corporation:

CARL C. ICAHN
767 Fifth Avenue, 47th Floor
New York, New York 10153

March 29, 2011

Via Federal Express and Email

Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777

Gentlemen and Ladies:

To preempt your proposed dilutive convertible debt offering, which may act to derail an acquisition proposal, we would be willing to lend the Company $220 million on a senior unsecured basis, at a rate of 6.25%, for a period of two and a half years. This note will not be convertible into common shares and will not have any change of control penalties associated with it. We would agree to serve as a stalking horse without fees to allow the company to seek better terms in the market.

Based upon your earnings guidance of $1.00 per share for your next fiscal year, we fail to see why the Company would not be able to retire this debt with earnings generated during that timeframe, thereby leaving the Company debt free.

It is not too late for this Board to change its mind and there is no urgency, as the existing 6.25% Convertible Notes do not come due until March 1, 2013. We urge you to consider our proposal or superior proposals and not issue unnecessary dilutive securities that may act as a great disservice to shareholders.

Very truly yours,

Carl C. Icahn

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2011.

SOURCE Carl C. Icahn



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