Corel Holdings Announces Successful Tender Offer and Commencement of Subsequent Offering Period
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SAN FRANCISCO, CA, Nov 26 (MARKET WIRE) --
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not withdrawn, representing approximately 52% of the shares outstanding,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were validly tendered and not withdrawn during the initial offering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delivery procedure and may not be withdrawn.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
Copyright 2009, Market Wire, All rights reserved.
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