Corel Holdings Increases Price per Share in Its All-Cash Tender Offer for All Outstanding Common Shares of Corel Corporation
November 12 2009 - 9:11AM
Marketwired
Corel Holdings, L.P. ("CHLP"), a limited partnership controlled by
an affiliate of Vector Capital, today announced that it has
increased the price per share in its all-cash tender offer to
acquire all of the issued and outstanding common shares of Corel
Corporation (NASDAQ: CREL) (TSX: CRE) to US$4.00 per share, net to
the seller in cash, without interest and less applicable
withholding taxes.
The decision to increase the offer price follows discussions
between Vector Capital and the members of the board of directors of
Corel designated to review the tender offer. Based on those
discussions, Vector Capital expects that the designated directors
will recommend that the shareholders of Corel accept the offer and
tender their shares pursuant to the tender offer.
Shareholders of Corel Corporation who have already tendered
their shares and have not withdrawn their tenders need not take any
additional action with respect to the amended tender offer. Those
shareholders will receive the increased offer price of US$4.00 per
share upon the completion of the offer. Shareholders who wish to
tender may use the Letter of Transmittal and other forms provided
by CHLP in its October 28, 2009 mailing. 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validly tendered and not withdrawn on or prior to the expiration of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.
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.
COREL HOLDINGS, L.P. WILL FILE A FURTHER AMENDMENT WITH THE SEC
CONTAINING MORE INFORMATION ON ITS REVISED OFFER. THE TENDER OFFER
STATEMENT (AND RELATED MATERIALS), AS THEY MAY BE FURTHER 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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