Corel Holdings Announces Determination Not to Extend Subsequent Offering Period; Opportunity to Tender Shares for Prompt Payment
December 03 2009 - 8:45AM
Marketwired
Corel Holdings, L.P. ("CHLP"), a limited partnership controlled by
an affiliate of Vector Capital, today announced that it does not
plan to extend the subsequent offering period that is scheduled to
expire on Friday, December 4, 2009 in 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 initial offering period expired November 25, 2009, pursuant
to which CHLP acquired approximately 52.4% of the outstanding
shares of Corel Corporation not already held by CHLP and its
affiliates. Such shares constitute sufficient voting power for CHLP
to consummate a subsequent acquisition transaction to acquire all
common shares not tendered in the offer without any further action
by the unaffiliated shareholders. The subsequent offering period
enables holders who did not tender during the initial offering
period to participate in the offer and receive the U.S. $4.00 per
share offer price promptly after such shares are tendered, rather
than waiting until the completion of the subsequent acquisition
transaction described in the offer to purchase.
If CHLP obtains at least 90% of the outstanding shares of Corel
Corporation not held by CHLP and its affiliates pursuant to the
tender offer, CHLP anticipates completing a compulsory acquisition
of the remaining shares promptly after the conclusion of the
subsequent offering period. If CHLP does not obtain at least 90% of
such shares, CHLP anticipates that a subsequent acquisition
transaction to acquire the remaining shares would not close until
February 2010. In that scenario, holders that do not tender their
shares prior to Friday's deadline would not receive the cash
consideration until after the closing of the subsequent acquisition
transaction.
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
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