SAN FRANCISCO, CA, Oct. 28, 2009 (Marketwire) --
SAN FRANCISCO, CA -- (Marketwire) -- 10/28/09 -- 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The offer is conditioned upon, among other things, there being validly tendered and not withdrawn on or prior to the expiration of the offer a number of common shares of Corel Corporation representing at least a majority of the aggregate number of the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.
