Corel Holdings Announces Successful Tender Offer and Commencement of Subsequent Offering Period
26 Noviembre 2009 - 7:45AM
Marketwired
Corel Holdings, L.P. ("CHLP"), a limited partnership controlled by
an affiliate of Vector Capital, today announced that it has
successfully completed its all-cash tender offer to purchase all
outstanding common shares, no par value, of Corel Corporation
(NASDAQ: CREL) (TSX: CRE), excluding the shares owned by CHLP and
its affiliates, at U.S.$4.00 per share, net to the seller in cash,
without interest and less applicable withholding taxes.
The number of shares tendered pursuant to the offer satisfies
the non-waivable majority of the minority condition to the offer.
The depositary for the tender offer, CIBC Mellon Trust Company, has
advised CHLP that, as of the expiration of the initial offering
period, a total of approximately 4,542,951 common shares of Corel
Corporation were validly tendered (including shares subject to
guaranteed delivery procedures) and not withdrawn, representing
approximately 52% of the shares outstanding, excluding the shares
owned by CHLP and its affiliates. All shares that were validly
tendered and not withdrawn during the initial offering period have
been accepted for payment.
CHLP has also announced that it is commencing a subsequent
offering period of its tender offer to acquire all remaining common
shares of Corel Corporation. This subsequent offering period will
expire at 12:00 Midnight, New York City time, on Friday, December
4, 2009, unless extended.
Any shares validly tendered during this subsequent offering
period will be immediately accepted for payment, and tendering
shareholders will thereafter promptly be paid U.S.$4.00 in cash for
each common share of Corel Corporation tendered, without interest
and less applicable withholding taxes. This is the same amount per
share that was offered and paid in the initial offering period.
The subsequent offering period enables holders of common shares
of Corel Corporation who did not tender during the initial offering
period to participate in the offer and receive the offer price on
an expedited basis rather than waiting until the completion of the
subsequent acquisition transaction described in the offer to
purchase. Shares tendered during this subsequent offering period
cannot be delivered by the guaranteed delivery procedure and may
not be withdrawn. In addition, shares validly tendered during the
initial offering period may not be withdrawn during the subsequent
offering period.
Following the expiration of the subsequent offering period, CHLP
intends to 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 Corporation as a public company and to
thereby cause Corel Corporation to become a private company owned
by CHLP.
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 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.
IN ADDITION, ON NOVEMBER 12, 2009, COREL CORPORATION FILED WITH THE
SEC A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH
RESPECT TO THE TENDER OFFER. THE TENDER OFFER STATEMENT (AND
RELATED MATERIALS), AS THEY MAY BE AMENDED FROM TIME TO TIME, AND
THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE AMENDED
FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER, 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. 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.
Vector Capital Press Contact: Ada Wong Email Contact
415-293-5030
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