Corel Reminds Securityholders to Ensure Their Vote Counts: Special Meeting Less Than Two Weeks Away.Business Editors OTTAWA--(BUSINESS WIRE)--Aug. 7, 2003 Following the distribution of materials for the Special Meeting of Securityholders, Corel Corporation (company) Corel Corporation - A software publisher best known for the CorelDraw application. Founded in June 1985 by Dr. Michael Cowpland, Corel Corporation was originally a systems integration company. (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 reminded its eligible securityholders to review the Management Proxy Circular and register their vote, either by proxy or by attending the Special Meeting in Toronto on August 20, 2003. The Special Meeting has been called to allow Corel securityholders to vote on three resolutions including one approving a Plan of Arrangement that would result in the Vector Capital group acquiring all the common shares of Corel for US $1.05 (or approximately Cdn $1.48 based on recent exchange rates) per share. "The Board of Directors recommends that securityholders vote in favor of the resolutions. The materials that have been distributed are designed to assist securityholders in making an informed choice," said James Baillie, Chairman of Corel's Board of Directors. "We urge all Corel securityholders to read the Management Proxy Circular and complete their proxy forms, secure in the knowledge that they have the right to change their vote before or at the meeting, if they choose." Securityholders are being asked to vote on the following three resolutions, either in person or by proxy: 1. The Arrangement Resolution, which approves the Plan of Arrangement. Approval requires the support of: -- Greater than two-thirds of the votes cast at the Meeting by holders of Corel Common Shares and Voting Convertible Securities, voting together as a single class; -- Greater than two-thirds of the votes cast at the Meeting by holders of Series A Shares (all of which are held by the Vector Group A Vector group is the International Electrotechnical Commission (IEC) method of categorizing the primary and secondary winding configurations of three-phase transformers. Within a polyphase system power transformer it indicates the windings configurations and the difference in ); and -- At least a majority of the votes cast at the Meeting by the "Minority Shareholders" - that is, holders of Common Shares, other than those held by Vector and any of its affiliates, or any other person acting jointly or in concert with Vector. 2. The Continuance Resolution which approves the continuance of Corel from the jurisdiction of the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
3. The Rights Plan Resolution which approves the termination of the Corel shareholders' rights plan. This requires the support of a majority of the votes cast at the Meeting by shareholders defined as Independent by the Rights Plan. The key resolution for consideration at the Special Meeting is approval of the Plan of Arrangement giving effect to the Vector acquisition. In summarizing the proposed transaction, the Management Proxy Circular notes that the Vector offer: -- Has been unanimously recommended by the Board of Directors of Corel after a thorough analysis of Corel's historical operating results, financial condition, and prospects, as well as the market conditions, trends and future prospects of the industry in which Corel operates. -- Represents a 42 percent premium over the US $0.74 value of Corel shares at the time negotiations with Vector were first publicly announced. Is fair to securityholders from a financial point of view, according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the opinion provided to the Board of Directors by its financial advisor, CIBC CIBC Canadian Imperial Bank of Commerce CIBC Centres Interinstitutionnels de Bilan de Compétences CIBC Commonwealth Institute of Biological Control (Trinidad) CIBC Commercial International Brokerage Company World Markets Inc. -- Is towards the upper end of a value range for Corel common shares of US $1.00 to US $1.08 per share established through an independent valuation by KPMG KPMG Klynveld Peat Marwick Goerdeler (accounting firm) KPMG Kaiser Permanente Medical Group KPMG Keiner Prüft Mehr Genau (German) KPMG Kommen Prüfen Meckern Gehen Corporate Finance Inc. -- Remains the only proposal currently available to securityholders after 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. , working on behalf of the Board of Directors, conducted an extensive search for alternatives. -- Is subject to the Boards' fiduciary right to accept a superior proposal should one emerge. Holders of Corel common shares are asked to fill in and return the white proxy form and blue Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . Those with Corel convertible securities should use the green proxy form and yellow Letter of Transmittal. Corel securityholders whose shares are held by a broker may contact their broker, or vote via the Internet or telephone using the control number found on their proxy form. Securityholders with physical certificates may vote by returning their proxies by mail, fax or by attending the meeting in person. The Special Meeting will be held on August 20, 2003 at 4:00 p.m., Eastern time, at the Holiday Inn on King, 370 King Street West, Toronto, for holders of Corel securities, including: Corel common shares; Series A participating convertible preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , and; options, warrants or other securities (excluding Series A Shares) exercisable for, convertible into or exchangeable for common shares for less than US $1.05 per share. Corel Corporation securityholders who have not received the Management Proxy Circular and related materials or who have questions about the Special Meeting may contact their brokers or MacKenzie Partners toll-free at (800) 322-2885. The Management Proxy Circular may also be accessed through SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review and EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. , or from Corel's Web site at www.corel.com. 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. Vector Capital Vector Capital is a San Francisco-based venture capital and private equity firm focused on special opportunity investments in software and information technology services. Vector serves the needs of growing software companies by actively partnering with their management in creating value for their customers and shareholders. Vector Capital's investments include LANDesk Software, Savi Technology Savi Technology is a US-based company that provides real-time RFID solutions for managing and securing global supply chain assets. Headquartered in Mountain View, California, Savi has offices in London, Singapore, Washington, D.C. and Melbourne, Australia. and ProcessClaims. Additional information about Vector Capital can be obtained at www.vectorcapital.com. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as defined by the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. 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. |
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