- Amended Statement of Ownership: Solicitation (SC 14D9/A)
25 Novembre 2009 - 10:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
COREL CORPORATION
(Name of Subject Company)
COREL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
21869X103
(CUSIP Number of Class of Securities)
Kris Hagerman
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
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Barry J. Reiter
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Joel I. Greenberg
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Gregory C. Smith
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Bennett Jones LLP
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Kaye Scholer LLP
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Woodside Counsel, P.C.
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3400 One First Canadian Place
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425 Park Avenue
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203 Redwood Shores Parkway
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Toronto Ontario
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New York, NY 10022-3598
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Redwood Shores, CA 94065
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M5X 1A4 Canada
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(212) 836-8201
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(650) 632-1690
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(416) 777-6500
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o
Check the box if the filing relates to preliminary communications made before the
commencement date of a tender offer.
THE OFFER TO PURCHASE TO WHICH THIS DIRECTORS CIRCULAR RELATES IS MADE PURSUANT TO THE LAWS OF THE
UNITED STATES AND IS NOT SUBJECT TO APPLICABLE DISCLOSURE AND OTHER LEGAL REQUIREMENTS IN CANADA AS
THE OFFER QUALIFIES AS AN EXEMPT TAKE-OVER BID FOR PURPOSES OF APPLICABLE CANADIAN SECURITIES LAW.
SHAREHOLDERS RESIDENT IN CANADA SHOULD BE AWARE THAT CANADIAN SECURITIES LAW REQUIREMENTS GOVERNING
THE CONDUCT OF A TAKE-OVER BID DIFFER FROM THOSE REQUIREMENTS GOVERNING THE CONDUCT OF A TENDER
OFFER IN THE UNITED STATES.
TABLE OF CONTENTS
PURPOSE OF AMENDMENT
This Amendment No. 4 (this Amendment) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (together with the exhibits and annexes thereto and as amended and
supplemented from time to time, the Schedule 14D-9), originally filed with the Securities and
Exchange Commission (the SEC) on November 12, 2009 by Corel Corporation, a Canadian corporation
(the Company or Corel), relating to the tender offer, as amended, by Corel Holdings, L.P. (the
Offeror), a holding company organized by VCP II International LLC, a manager of private equity
funds (together with its affiliates, including the Offeror, Vector) in the Cayman Islands for the
purpose of holding shares of the Companys common stock, no par value per share (Shares), to
acquire all of the issued and outstanding Shares not already owned by Vector for $4.00 per Share
upon the terms and subject to the conditions specified in the Amended and Restated Offer to
Purchase, dated November 16, 2009 (the Offer to Purchase), and the related Letter of Transmittal,
each as previously filed with the Tender Offer Statement and Rule 13E-3 Transaction Statement filed
by the Offeror with the SEC under cover of Schedule TO (as amended and supplemented from time to
time).
All information in the Schedule 14D-9 is incorporated into this Amendment No. 4 by reference,
except that such information is hereby amended to the extent specifically provided herein.
This Amendment No. 4 is being filed to reflect certain updates as reflected below.
The following is inserted before Special Factors:
Explanatory Note
The filing of this Schedule 14D-9 by Corel Corporation, and the determinations referred to herein
as having been made by the Designated Directors on behalf of Corel Corporation (including, without
limitation, determinations as to fairness), have been approved by Messrs. Daniel T. Ciporin, Steven
Cohen and Barry Tissenbaum as the Designated Directors of the Board of Directors of Corel
Corporation, pursuant to a Mandate adopted by the Board of Directors of Corel Corporation, which
authorized them to exercise all of the power and authority of the Board of Directors with respect
to the proposed transaction described in this schedule including, without limitation, approving any
public disclosures to be made with respect thereto.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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COREL CORPORATION
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By /s/ Kris Hagerman
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Kris Hagerman
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Chief Executive Officer
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Dated: November 25, 2009
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