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Corel Corporation Responds to Shareholder Suit.


Business Editors/High-Tech Writers

OTTAWA--(BUSINESS WIRE)--May 2, 2003

Corel Corporation (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CORL CORL Corel Corporation (stock symbol)
CORL Coalition of Reef Lovers
CORL capital outlay revenue limit
CORL change-orientated reflective listening (psychotherapy)
CORL Central Ontario Ringette League
, TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
: COR) today announced that it has been served with a class action complaint brought by a purported Corel shareholder. The suit arises from the non-disclosure and standstill agreement Standstill agreement

Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm.


standstill agreement 
 entered into by Corel and Vector Capital and claims unspecified compensatory damages A sum of money awarded in a civil action by a court to indemnify a person for the particular loss, detriment, or injury suffered as a result of the unlawful conduct of another.  and injunctive relief injunctive relief n. a court-ordered act or prohibition against an act or condition which has been requested, and sometimes granted, in a petition to the court for an injunction. . The complaint also names Corel's directors and Vector Capital and alleges that the defendants breached their duties to take steps to take action; to move in a matter.

See also: Step
 to ensure that the shareholders receive maximum value for their shares in a change of control transaction. Corel and its directors believe the case is without merit and will defend their position vigorously. The suit was filed with the Supreme Court of the State of New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, County of Nassau.

As announced on March 24, 2003, Vector Capital and Corel Corporation have entered into a non-disclosure and standstill agreement whereby Vector was given 30 days to conduct a due diligence review of Corel's business operations. This period was subsequently extended to May 5, 2003, at Vector's request. As part of this process, Corel's Board of Directors has engaged CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities.  to identify and assess other strategic alternatives in order to maximize value for Corel's shareholders.

"The Board of Directors and management of Corel are committed to ensuring the best possible return on investment for Corel's shareholders," said James Baillie, Chairman of Corel's Board of Directors. "With the assistance of CIBC World Markets, we are conducting a thorough analysis to ensure that any recommendations advanced by the Board are appropriate and consistent with current market conditions and the Board's fiduciary responsibilities."

Added Mr. Baillie: "We have the mechanisms in place to ensure a fair and equitable process, including the identification of a minimum bid price and the exploration of all available strategic alternatives. In addition, any potential bid will be subject to a fairness opinion and the approval of Corel shareholders. We believe in Corel's potential and the strength of its strategy and, as stated previously, we will continue with that strategy whether or not a sufficiently attractive offer emerges from this process."

For further information about the terms of the non-disclosure and standstill agreement, please refer to documents filed with the Canadian Securities Regulators by Corel as an exhibit to Corel's Material Change Report at www.sedar.com.

About Corel Corporation

Founded in 1985, Corel Corporation (www.corel.com) is a leading technology company specializing in content creation tools, business process management and XML-enabled enterprise solutions. The company's goal is to give consumers and enterprise customers the ability to create, exchange and instantly interact with visual content that is always relevant, accurate and available. With its headquarters in Ottawa, Canada, Corel's common stock trades on the Nasdaq Stock Market Nasdaq stock market

The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies.
 under the symbol CORL and on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 under the symbol COR.

This press release contains forward-looking statements as defined by the United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, involving the company's expectations about future financial results and other matters. These statements reflect management's current forecast of certain aspects of the company's future business. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results of operations to differ materially from historical results or current expectations. The words "plan", "expect", "believe", "intend", "anticipate", "forecast", "target", "estimate" and similar expressions identify forward-looking statements. Risk factors include shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to Corel's most recent reports filed with the Securities and Exchange Commission for a more complete discussion of the other risks and uncertainties. The factors underlying forecasts are dynamic and subject to change. As a result, forecasts speak only as of the date they are given and do not necessarily reflect the company's outlook at any other point in time. The company does not undertake to update or review these forward-looking statements.

(c) 2003 Corel Corporation. All rights reserved. Corel and the Corel logo are trademarks or registered trademarks of Corel Corporation and/or its subsidiaries. All other product, font and company names and logos are trademarks or registered trademarks of their respective companies.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:May 2, 2003
Words:696
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