Corel Holdings Launches All-Cash Tender Offer for All Outstanding Common Shares of Corel Corporation at U.S. $3.50 per Common Sh
28 Octobre 2009 - 10:27PM
Marketwired
Corel Holdings, L.P. ("CHLP"), a limited partnership controlled by
an affiliate of Vector Capital, today announced that it has
formally commenced an all-cash tender offer to acquire all of the
issued and outstanding common shares of Corel Corporation (NASDAQ:
CREL) (TSX: CRE) at a price of U.S. $3.50 per share, net to the
seller in cash, without interest and less applicable withholding
taxes. The tender offer is scheduled to expire at midnight, New
York City time on Wednesday, November 25, 2009.
"After a lengthy effort to explore all opportunities to maximize
shareholder value and numerous discussions with the disinterested
directors of Corel Corporation, we have determined that this is the
right time to take the company private and that our offer provides
an opportunity for the company's minority shareholders to realize
immediate liquidity and a substantial premium to the value that
could be obtained by selling in the market should Corel remain
public," said Amish Mehta, partner at Vector Capital. "The company
faces substantial operational challenges and a near term imperative
to resolve covenant compliance issues under its credit facility. We
are willing to take on these risks, and believe our offer is fair
to the company's minority shareholders."
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validly tendered and not withdrawn on or prior to the expiration of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.
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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