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Corel Corporation Announces Withdrawal of Vector Capital-Sponsored Offer to Facilitate Alternatives for Value Maximization
Thursday 21. August 2008 - Corel Corporation (NASDAQ:CREL) (TSX:CRE), a leading developer of graphics, productivity and digital media software ("Corel"), today announced that Corel Holdings, L.P. ("CHLP") has informed Corel that it is withdrawing its previously announced proposal to acquire those shares of Corel not owned by CHLP for $11.00 in cash (the "CHLP Proposal") in order to facilitate pursuit by Corel of alternatives for maximizing value for all of Corel's shareholders. CHLP, an affiliate of Vector Capital Corporation ("Vector"), currently owns approximately 69% of the outstanding shares of Corel.
Since the original announcement of the CHLP Proposal on March 28, 2008, Corel’s Board of Directors announced the formation of a special committee of the Board (the “Special Committee”) to assist the Board in evaluating and responding to the CHLP Proposal. The Special Committee was also charged with identifying other potential strategic alternatives with a view to maximizing value for all of Corel’s shareholders, which the Special Committee has identified. As a result, CHLP has advised Corel that it has withdrawn the CHLP Proposal in the interest of facilitating Corel’s pursuit of these third-party strategic alternatives.
In light of the withdrawal of the CHLP Proposal and the Board’s desire to oversee evaluation of the potential strategic alternatives directly, the Board has unanimously determined that there is no longer a need for the Special Committee. As such, going forward the Board as a whole will supervise the evaluation of the strategic alternatives and the Special Committee has been dissolved.
All of the strategic alternatives being considered by the Corel Board are subject to numerous risks and uncertainties, and there can be no assurance that any strategic alternative or other transaction will be completed or, if completed, of its terms, price or timing. For a discussion of many of the risks and uncertainties pertaining to ownership of Corel shares, please refer to Corel’s Annual Report on Form 10-K for the year ended November 30, 2007, on file with the Securities and Exchange Commission.
Forward-Looking Statements:
This news release includes forward-looking statements that are based on certain assumptions and reflect our current expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to differ materially from any future results, performance, or achievements discussed or implied by such forward-looking statements.
These risks, uncertainties and other important factors are described in Corel’s Annual Report dated February 8, 2008, filed with the Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) under the caption “Risk Factors” and elsewhere. A copy of the Corel Annual Report and such other filings can be obtained on Corel’s website, on the SEC’s website at http://www.sec.gov or on the CSA’s website at http://www.sedar.com. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.