Corel Corporation Directors Approve U.S.$4.00 per Share Tender Offer
17 Noviembre 2009 - 7:36AM
Business Wire
Corel Corporation (NASDAQ:CREL; TSX:CRE) and Corel Holdings,
L.P. (“CHLP”), a limited partnership controlled by an affiliate of
Vector Capital, today jointly announced that the directors mandated
by the Board of Directors of Corel Corporation (the “Company”) to
act as the Board have unanimously determined to recommend, on
behalf of the Company, that shareholders tender their shares
pursuant to the CHLP tender offer.
The Company announced that the directors mandated to act on
behalf of the Board have carefully reviewed the CHLP tender offer
with the assistance of their financial and legal advisors. In
addition, the Company announced that based on that review, the
directors have unanimously determined that the U.S. $4.00 per share
price offered by CHLP in its tender offer is fair to the minority
shareholders and to recommend, on behalf of the Company, that
shareholders tender their shares pursuant to the CHLP tender
offer.
“We are delighted that the directors have resolved to support
the tender offer” said Amish Mehta, partner at Vector Capital. “We
have arrived at an outcome that will provide the minority
shareholders with a significant premium for their shares and allow
Corel to benefit from being an private company.”
The tender offer is scheduled to expire at midnight, New York
City time on Wednesday, November 25, 2009.
The offer is conditioned upon, among other things, there being
validly tendered and not withdrawn on or prior to the expiration of
the offer a number of common shares of Corel Corporation
representing at least a majority of the aggregate number of the
outstanding common shares (calculated on a fully-diluted basis as
of the date the shares are accepted for payment pursuant to the
offer), excluding the common shares beneficially owned by CHLP and
its affiliates, and the votes attaching to which shall be qualified
to be included as votes in favor of any Subsequent Acquisition
Transaction (as defined in the offer to purchase relating to the
offer) in determining whether minority approval (as construed under
applicable Canadian securities law) has been obtained in respect
thereof (the “Majority of the Minority Condition”). The Majority of
the Minority Condition is not waivable. The offer is not subject to
a financing condition.
If the tender offer is successfully completed, CHLP will take
steps as necessary to acquire all common shares not tendered in the
offer at the same price per share as it paid in the offer, to
de-register Corel as a public company and to thereby cause Corel to
become a private company owned by CHLP.
Advisors
The Board has retained Genuity Capital Markets as its financial
advisor and Bennett Jones LLP and Kaye Scholer LLP as its legal
advisors. The Company has retained Woodside Counsel, P.C. as U.S.
counsel, and Bennett Jones LLP, as Canadian legal counsel.
Innisfree M&A Incorporated is serving as information agent
for the tender offer. Davis Polk & Wardwell LLP and Osler,
Hoskin & Harcourt LLP are acting as legal counsel to Vector
Capital and CHLP.
About Corel
Corel is one of the world's top software companies with more
than 100 million active users in over 75 countries. We develop
software that helps people express their ideas and share their
stories in more exciting, creative and persuasive ways. Through the
years, we've built a reputation for delivering innovative, trusted
products that are easy to learn and use, helping people achieve new
levels of productivity. The industry has responded with hundreds of
awards for software innovation, design and value.
Our award-winning product portfolio includes some of the world's
most widely recognized and popular software brands, including
CorelDRAW(R) Graphics Suite, Corel(R) Painter(TM), Corel
DESIGNER(R) Technical Suite, Corel(R) Paint Shop Pro(R) Photo,
Corel(R) VideoStudio(R), Corel(R) WinDVD(R), Corel(R)
WordPerfect(R) Office, WinZip(R), and the recently released
Corel(R) Digital Studio(TM) 2010. Our global headquarters are in
Ottawa, Canada, with major offices in the United States, United
Kingdom, Germany, China, Taiwan and Japan.
About Vector Capital
Vector Capital is a leading private equity firm specializing in
spinouts, buyouts and recapitalizations of established technology
businesses. Vector Capital identifies and pursues these complex
investments in both the private and public markets. Vector Capital
actively partners with management teams to devise and execute new
financial and business strategies that materially improve the
competitive standing of these businesses and enhance their value
for employees, customers and shareholders. Among Vector Capital’s
notable investments are LANDesk Software, Savi Technology, SafeNet,
Precise Software Solutions, Printronix, Register.com, Tripos and
Watchguard Technologies. For more information, visit
www.vectorcapital.com.
Cautionary Statement Regarding
Forward-Looking Statements
This press release may contain, in addition to historical
information, certain forward-looking statements. All statements
included in this document concerning activities, events or
developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements. Actual results
could differ materially from the results discussed in the
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors
that may cause actual results and performance to be materially
different from any future results or performance expressed or
implied by such forward-looking statements, including the risk that
all conditions to the tender offer will not be satisfied. We
undertake no obligation to update any forward-looking
statements.
Additional Information and Where
to Find It
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER
TO SELL COREL CORPORATION’S COMMON SHARES. THE TENDER OFFER IS
BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO
(INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER
RELATED TENDER OFFER MATERIALS) FILED BY COREL HOLDINGS, L.P. WITH
THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON OCTOBER 28, 2009,
AS AMENDED AND SUPPLEMENTED. THE TENDER OFFER STATEMENT (AND
RELATED MATERIALS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
FILED BY COREL CORPORATION WITH THE SEC ON NOVEMBER 13, 2009 (AS
AMENDED AND SUPPLEMENTED ON NOVEMBER 16, 2009), AS THEY MAY BE
FURTHER AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER AND INFORMATION
WITH RESPECT TO THE RECOMMENDATION BY THE BOARD OF DIRECTORS, THAT
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY COREL
HOLDINGS, L.P. AND COREL CORPORATION WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV. THESE MATERIALS MAY ALSO BE
OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE
TENDER OFFER, INNISFREE M&A INCORPORATED, AT 888-750-5834.
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