- Amended tender offer statement by Third Party (SC TO-T/A)
November 17 2009 - 12:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment
No. 4)
COREL
CORPORATION
(Name
of Subject Company)
COREL
HOLDINGS, L.P.
(Names of
Filing Person (offeror))
Vector
Capital Partners II International, Ltd.
Amish
Mehta
Alexander
R. Slusky
(Names of
Filing Persons (other persons))
COMMON
SHARES, NO PAR VALUE
(Title
of Class of Securities)
21869X103
(Cusip
Number of Class of Securities)
Corel
Holdings, L.P.
Vector
Capital Partners II International, Ltd.
Alexander
R. Slusky
Amish
Mehta
c/o
Vector Capital Corporation
One
Market Street, Steuart Tower, 23rd Floor,
San
Francisco, CA 94105
Telephone: (415)
293-5000
Attn: Alexander
R. Slusky
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Martin
A. Wellington
Davis
Polk & Wardwell LLP
1600
El Camino Real
Menlo
Park, CA 94025
Telephone: (650)
752-2000
Fax: (650)
752-3618
|
Craig
Wright
Emmanuel
Z. Pressman
Osler,
Hoskin & Harcourt LLP
Box
50, 1 First Canadian Place
Toronto,
Ontario, Canada M5X 1B8
Telephone: (416)
362-2111
Fax: (416)
862-6666
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CALCULATION
OF FILING FEE
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* Estimated
for purposes of calculating the filing fee only. Calculated by
multiplying (i) the sum of (A) 8,209,482, which is the difference between
25,905,422, the number of common shares, no par value (“Shares”), of Corel
Corporation outstanding as of
Act
of 1934, as amended, and Fee Rate Advisory # 2 for Fiscal Year 2010 issued
by the Securities and Exchange Commission on September 28, 2009, by
multiplying the transaction valuation by
0.0000558.
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|
September
22, 2009, and 17,695,940, the number of Shares beneficially owned by Corel
Holdings, L.P., (B) 447,767, which is the number of Shares issuable upon
the exercise of outstanding options that are vested and exercisable as of
September 30, 2009 with an exercise price less than $4.00 (“in-the-money”
options), and (C) 10,688, which is the number of restricted stock units
(“RSUs”) that are vested and exercisable as of September 30, 2009, by (ii)
$4.00, which is the per Share tender offer price. The number of
outstanding Shares is contained in Corel Corporation’s Quarterly Report on
Form 10-Q for the quarter ended August 31, 2009. The number of
Shares issuable upon the exercise of “in-the-money” options, the weighted
average exercise price for such options and the number of RSUs that are
vested before September 30, 2009 are provided by Corel Corporation.
** The
amount of the filing fee is calculated in accordance with Rule 0-11 of the
Securities Exchange
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x
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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Filing
Party:
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Form
or Registration No.:
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Date
Filed:
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Amount
Previously Paid:
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Filing
Party:
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Form
or Registration No.:
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Date
Filed:
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o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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x
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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x
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going-private
transaction subject to Rule 13e-3.
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o
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer.
o
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This
Amendment No. 4 amends and supplements the Tender Offer Statement and Rule 13E-3
Transaction Statement filed under cover of Schedule TO on October 28, 2009 (as
amended and/or supplemented, the “
Schedule TO
”) by Corel
Holdings, L.P., a Cayman Islands limited partnership (the “
Purchaser
”). The
Schedule TO relates to the offer by the Purchaser to purchase all outstanding
common shares, no par value (the “
Shares
”), of Corel
Corporation, a Canadian corporation (the “
Company
”), not owned by the
Purchaser and its affiliates upon the terms and subject to the conditions set
forth in the Amended and Restated Offer to Purchase, dated November 16, 2009
(the “
Offer to
Purchase
”), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the “
Offer
”). All
capitalized terms used in this Amendment No. 3 without definition have the
meanings ascribed to them in the Offer to Purchase.
The
information in the Offer to Purchase, including all schedules thereto, is hereby
expressly incorporated herein by reference in response to all the items of this
Schedule TO, including, without limitation, all of the information required by
Schedule 13E-3 that is not included in or covered by the items in Schedule TO,
and is supplemented by the information specifically provided
herein.
On
November 17, 2009 Purchaser and the Company jointly announced that the directors
mandated by the Board of Directors of the Company to act as the Board have
unanimously determined that the U.S. $4.00 per share price offered in the tender
offer by Purchaser is fair to the minority shareholders and recommend, on behalf
of the Company, that shareholders tender their shares pursuant to the tender
offer. The full text of the press release is attached as Exhibit
(a)(5)(iv) hereto and is incorporated herein by reference.
Item
10. Financial Statements.
Not
applicable.
Item
12. Exhibits.
Item 12
is hereby amended and supplemented to add the following additional
exhibit:
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Exhibit
No.
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Description
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(a)(5)(iv)
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Joint
Press Release dated November 17,
2009.
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SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: November
17, 2009
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Corel
Holdings, L.P.
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By
Vector Capital Partners II International, Ltd.
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/s/ Alexander R. Slusky
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Its
General Partner
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Alexander
R. Slusky
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Director
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Vector
Capital Partners II International, Ltd.
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/s/ Alexander R. Slusky
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Alexander
R. Slusky
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Director
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Alexander
R. Slusky
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/s/ Alexander R. Slusky
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Amish
Mehta
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/s/ Amish Mehta
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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(a)(1)(i)
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Offer
to Purchase, dated October 28, 2009.*
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(a)
(1)(ii)
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Letter
of Transmittal.*
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(a)
(1)(iii)
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Notice
of Guaranteed Delivery.*
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(a)
(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
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(a)(1)(vi)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
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(a)(1)(vii)
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Amended
and Restated Offer to Purchase, dated November 16,
2009.
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(a)(5)(i)
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Press
Release, dated October 28, 2009.*
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(a)(5)(ii)
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Investor
Presentation.*
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(a)(5)(iii)
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Press
release, dated November 12, 2009.*
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(a)(5)(iv)
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Joint
press release dated November 17, 2009.
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(f)
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Reference
is made to Section “Special Factors—Section 4—Acquisition of Shares Not
Tendered in the Offer; Dissenters’ Rights” of the Offer to Purchase, which
is filed as Exhibit (a)(1)(i) to this Schedule TO.*
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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____________
* Previously
filed
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