Mentor Graphics, Valor Agree to Merge

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WILSONVILLE, OR and YAVNE, Israel — Mentor Graphics Corporation (NASDAQ: MENT) and Valor Computerized Systems Ltd. (Prime Standard: VCR) have signed a definitive merger agreement for Mentor Graphics to acquire Valor.

Under the terms of the agreement, which was approved by the boards of directors of both companies, Valor shareholders will receive a combination of Mentor Graphics common shares and cash for aggregate consideration of approximately $82 million, equating to approximately $4.60 per Valor share. Subject to satisfaction of regulatory requirements and approval of Valor shareholders, as well as certain closing conditions, the transaction is expected to close during the first calendar quarter of 2010, after which Valor will become a wholly-owned subsidiary of Mentor Graphics. Shareholders owning approximately 50% of outstanding shares of Valor have committed to vote in favor of the transaction.

Mentor Graphics Corporation (NASDAQ: MENT) provides electronic hardware and software design solutions for semiconductor and electronics makers, including products, consulting services, and support. Established in 1981, the company reported revenues over the last 12 months of about $800 million and employs approximately 4,425 people worldwide. http://www.mentor.com/.

Valor is a productivity improvement software provider for the printed circuit board (PCB) manufacturing supply chain. Valor’s solutions target three key segments in the PCB manufacturing market: design of the physical layout of the PCB, fabrication of the bare PCB, and assembly of PCB components. http://www.valor.com/en.aspx

In 2008, fellow semiconductor and electronics design products provider Cadence proposed a merger with Mentor Graphics, which was rejected by the company. Valor's product offering extends beyond board design into process control and PCB assembly management, areas where Mentor Graphics is not currently competing. The companies do have significant overlap in design for manufacturing (DfM) products.

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