OTTAWA & SAN FRANCISCO–(BUSINESS WIRE)–Corel Corporation (NASDAQ:CREL; TSX:CRE) and Corel Holdings, L.P. (“CHLP”), a limited partnership controlled by an affiliate of Vector Capital, today jointly announced that the directors mandated by the Board of Directors of Corel Corporation (the “Company”) to act as the Board have unanimously determined to recommend, on behalf of the Company, that shareholders tender their shares pursuant to the CHLP tender offer.
The Company announced that the directors mandated to act on behalf of the Board have carefully reviewed the CHLP tender offer with the assistance of their financial and legal advisors. In addition, the Company announced that based on that review, the directors have unanimously determined that the U.S. $4.00 per share price offered by CHLP in its tender offer is fair to the minority shareholders and to recommend, on behalf of the Company, that shareholders tender their shares pursuant to the CHLP tender offer.
“We are delighted that the directors have resolved to support the tender offer” said Amish Mehta, partner at Vector Capital. “We have arrived at an outcome that will provide the minority shareholders with a significant premium for their shares and allow Corel to benefit from being an private company.”
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The offer is conditioned upon, among other things, there being validly tendered and not withdrawn on or prior to the expiration of the offer a number of common shares of Corel Corporation representing at least a majority of the aggregate number of the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.
The Board has retained Genuity Capital Markets as its financial advisor and Bennett Jones LLP and Kaye Scholer LLP as its legal advisors. The Company has retained Woodside Counsel, P.C. as U.S. counsel, and Bennett Jones LLP, as Canadian legal counsel.
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.
Corel is one of the world’s top software companies with more than 100 million active users in over 75 countries. We develop software that helps people express their ideas and share their stories in more exciting, creative and persuasive ways. Through the years, we’ve built a reputation for delivering innovative, trusted products that are easy to learn and use, helping people achieve new levels of productivity. The industry has responded with hundreds of awards for software innovation, design and value.
Our award-winning product portfolio includes some of the world’s most widely recognized and popular software brands, including CorelDRAW(R) Graphics Suite, Corel(R) Painter(TM), Corel DESIGNER(R) Technical Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) VideoStudio(R), Corel(R) WinDVD(R), Corel(R) WordPerfect(R) Office, WinZip(R), and the recently released Corel(R) Digital Studio(TM) 2010. Our global headquarters are in Ottawa, Canada, with major offices in the United States, United Kingdom, Germany, China, Taiwan and Japan.
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.