UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 4)
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
COREL
CORPORATION
(Name
of the Issuer)
COREL
CORPORATION
(Name of
Person(s) Filing Statement)
COMMON
SHARES, NO PAR VALUE
(Title of
Class of Securities)
21869X103
(CUSIP
Number of Class of Securities)
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Kris
Hagerman
Chief
Executive Officer
Corel
Corporation
1600
Carling Ave
Ottawa,
Ontario
Canada
A6 K1Z 8R7
(650) 930-5826
(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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Barry
J. Reiter
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Joel
I. Greenberg
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Gregory
C. Smith
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Bennett
Jones LLP
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Kaye
Scholer LLP
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Woodside
Counsel, P.C.
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3400
One First Canadian Place
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425
Park Avenue
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203
Redwood Shores Parkway
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Toronto
Ontario
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New
York, NY 10022-3598
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Redwood
Shores, CA 94065
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M5X
1A4 Canada
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(212)
836-8201
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(650)
632-1690
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(416)
777-6500
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This
statement is filed in connection with (check the appropriate box):
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a.
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities
Exchange Act of 1934.
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b.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies:
x
Check the
following box if this is a final amendment reporting the results of the
transaction.
o
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CALCULATION
OF FILING FEE
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Transaction
valuation
(1)
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Amount
of filing fee
(2)
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$4,241,728.00
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$236.69
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(1)
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Calculated solely for purposes
of determining the filing fee.
The transaction value is calculated
by multiplying (i) the sum of (A) 767,807, which is the difference between
26,043,888, the number of Shares outstanding as of December 4, 2009, and
25,276,081, the number of Shares beneficially owned by Corel Holdings,
L.P. and (B) 292,625, which is the number of Shares issuable upon the
exercise of outstanding options that are vested and exercisable as of
December 4, 2009 with an exercise price less than $4.00 (“in-the-money”
options) by (ii) $4.00, which is the per Share consideration to be
provided to holders other than Corel Holdings, L.P. upon consummation of
the transaction.
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(2)
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The
amount of the filing fee is calculated in accordance with Rule 0-11 of the
Securities Exchange 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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x
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the
Exchange Act 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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$1,666.31
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Form
or Registration No.:
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SC
TO-T
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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October
28, 2009
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Amount
Previously Paid:
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$271.33
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Form
or Registration No.:
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SC
TO-T/A
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Filing
Party:
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Corel
Holdings, L.P.
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Date
Filed:
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November
12, 2009
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INTRODUCTION
This
Amendment No. 4 (this “
Amendment
”) amends and
supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3
(together with the exhibits thereto and as amended and supplemented from time to
time, the “
Schedule 13E-3
”),
originally filed with the Securities and Exchange Commission (the “
SEC
”) on November 16,
2009 by Corel Corporation, a Canadian corporation (the “
Company
” or “
Corel
”), relating to the
tender offer, as amended, by Corel Holdings, L.P. (the “
Offeror
”), a holding company
organized by VCP II International LLC, a manager of private equity funds
(together with its affiliates, including the Offeror, “
Vector
”) in the Cayman Islands
for the purpose of holding the Company’s common shares, no par value per share
(“
Shares
”), to acquire
all of the issued and outstanding Shares not already owned by Vector for $4.00
per Share upon the terms and subject to the conditions specified in the Amended
and Restated Offer to Purchase, dated November 16, 2009 (together with the
exhibits and annexes thereto and as amended and supplemented from time to time,
the “
Offer to
Purchase
”), and the related Letter of Transmittal, each as previously
filed with the Tender Offer Statement and Rule 13E-3 Transaction Statement
filed by the Offeror with the SEC under cover of Schedule TO (as amended
and supplemented from time to time). Pursuant to the tender offer,
the Offeror acquired 7,618,467 Shares of the Company.
This
Amendment relates to the consolidation (the “
Consolidation
”) contemplated
by the attached Proxy Statement on Schedule 14A (the “
Proxy
Statement
”). The Consolidation is the second and final step in
the Offeror’s acquisition of the Company.
As of the effective time of the
Consolidation, Shares will be consolidated on the basis of every 871,589 Shares
into one (1) new Share (“
New Common
Share
”). Fractional New Common
Shares will not be issued.
Shareholders of the Company (“
Shareholders
”) who do not hold
sufficient Shares to qualify for the issuance of New Common Shares pursuant to
the Consolidation will receive cash consideration equal to the consideration
paid under the tender offer, or U.S. $4.00, in respect of each pre-Consolidation
Share held in lieu of any fractional shares otherwise issuable as a result of
the Consolidation. The Purchaser is the only Shareholder that holds a
sufficient number of shares to receive New Common Shares pursuant to the
Consolidation.
Concurrently
with the filing of this Amendment, the Company is filing with the SEC the Proxy
Statement relating to the special meeting of Shareholders at which the
Shareholders will be asked to consider and vote upon the proposal to approve the
special resolution authorizing the Consolidation.
The
information contained in the Proxy Statement, including all appendices thereto,
is incorporated in its entirety herein by reference, and the responses to each
Item in this Amendment are qualified in their entirety by the information
contained in the Proxy Statement and the appendices thereto. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment.
Item
1: Summary Term Sheet.
Item 1001
of Regulation M-A:
The
information included in and incorporated by reference into Item 1 of the
Schedule 13E-3 is amended and supplemented with the information set forth in the
Proxy Statement under the following caption and is incorporated herein by
reference.
Item
2: Subject Company Information.
Item 1002
of Regulation M-A:
The information included in and
incorporated by reference into Item 2 of the Schedule 13E-3 is amended and
supplemented with the following:
(b)
Securities
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
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·
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“The
Special Meeting—Record Date and
Quorum”
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(c)
Trading Market and Price.
The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
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·
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“Information
about Corel Corporation—Price Range of Shares;
Dividends”
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(d)
Dividends
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
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·
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“Information
about Corel Corporation—Price Range of Shares;
Dividends”
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Item
4: Terms of the Transaction.
The information included in and
incorporated by reference into Item 4 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1004
of Regulation M-A:
(a)
Material Terms
.
(2)
Mergers or Similar
Transactions.
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet—The Consolidation”
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·
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“Summary
Term Sheet—The Special Meeting”
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·
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“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
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·
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“Summary
Term Sheet—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
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·
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“Summary
Term Sheet—Certain Canadian Federal Income Tax
Considerations”
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·
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“The
Special Meeting—The Special
Resolution”
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·
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“The
Special Meeting—Vote Required for
Approval”
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·
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“The
Special Meeting—Approval Assured”
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·
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“Special
Factors—The Company’s Reasons for the
Consolidation”
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·
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“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
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·
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“Special
Factors—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
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·
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“Special
Factors—Certain Canadian Federal Income Tax
Considerations”
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·
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“The
Consolidation—Shareholder
Approvals”
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·
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“The
Consolidation—Legal Aspects”
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·
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“The
Consolidation—Terms of the
Consolidation”
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(c)
Different Terms.
Not
applicable.
(d)
Appraisal Rights
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—Appraisal Rights”
·
“The
Consolidation—Right of Dissent”
(e)
Provisions for Unaffiliated Security
Holders
. In connection with the transaction, no provisions
have been made to grant unaffiliated security holders access to the corporate
files of the Company or to obtain counsel or appraisal services at the expense
of the Company.
(f)
Eligibility for Listing or
Trading
. Not applicable.
Item
5: Past Contacts, Transactions, Negotiations and Agreements.
The information included in and
incorporated by reference into Item 5 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1005
of Regulation M-A:
(a)
Transactions
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
·
“Special
Factors—Background”
(b) – (c)
Significant Corporate Events;
Negotiations or Contacts
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
·
“Special
Factors—Background”
·
“The
Consolidation—Background and Purpose of the Special Meeting”
Item
6: Purposes of the Transaction and Plans or Proposals.
The information included in and
incorporated by reference into Item 6 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1006
of Regulation M-A
(b) – (c)
Use of Securities
Acquired
;
Plans
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—The Company’s Reasons for the Consolidation”
·
“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—Plans for the Company After the Consolidation”
·
“Special
Factors—Effects of the Consolidation on the Market for the Shares; Nasdaq and
TSX Listing; Registration under the Exchange Act”
Item
7: Purposes, Alternatives, Reasons and Effects in a Going-Private
Transaction.
The information included in and
incorporated by reference into Item 7 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1013
of Regulation M-A:
(a) – (c)
Purposes
;
Alternatives
;
Reasons
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—The Consolidation”
·
“Summary
Term Sheet—Recommendation of Corel Board of Directors”
·
“Summary
Term Sheet—Opinion of Corel’s Financial Advisor”
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
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“The
Special Meeting—The Special Resolution”
·
“Special
Factors—Background”
·
“Special
Factors—Recommendation of Corel Board of Directors”
·
“Special
Factors—The Company’s Reasons for the Consolidation”
·
“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
·
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the Board of
Directors of Corel”
·
“Special
Factors—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
(d)
Effects
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—The Consolidation”
·
“Summary
Term Sheet—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
·
“Summary
Term Sheet—Certain Canadian Federal Income Tax Considerations”
·
“The
Special Meeting—The Special Resolution”
·
“Special
Factors—Certain U.S. Federal Income Tax Considerations for U.S.
Holders”
·
“Special
Factors—Certain Canadian Federal Income Tax Considerations”
·
“Special
Factors—Plans for the Company After the Consolidation”
·
“Special
Factors—Effects of the Consolidation on the Market for the Shares; Nasdaq and
TSX Listing; Registration under the Exchange Act”
·
“The
Consolidation—Terms of the Consolidation”
Item
8: Fairness of the Transaction.
The information included in and
incorporated by reference into Item 8 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1014
of Regulation M-A:
(a) – (b)
Fairness
;
Factors Considered in Determining
Fairness
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet—Recommendation of Corel Board of
Directors”
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·
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“Summary
Term Sheet—Opinion of Corel’s Financial
Advisor”
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·
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“Special
Factors—Recommendation of Corel Board of
Directors”
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·
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“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
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·
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“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the
Board of Directors of Corel”
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·
(c)
Approval of Security Holders
.
The Offer was structured to require approval of a majority of the unaffiliated
shareholders of the Company. The Consolidation does not require
approval of any unaffiliated shareholders.
(d) – (e)
Unaffiliated
Representative
;
Approval of Directors
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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·
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“Summary
Term Sheet—Recommendation of Corel Board of
Directors”
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·
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“Special
Factors—Background”
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·
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“Special
Factors—Recommendation of Corel Board of
Directors”
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Item
9: Reports, Opinions, Appraisals, and Negotiations.
The information included in and
incorporated by reference into Item 9 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1015
of Regulation M-A:
(a) – (b)
Report, Opinion or
Appraisal
;
Preparer and
Summary of the Report, Opinion, or Appraisal
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
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·
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“Summary
Term Sheet—Opinion of Corel’s Financial
Advisor”
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·
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“Special
Factors—Position of the Company Regarding Fairness of the
Consolidation”
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·
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“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the
Board of Directors of Corel”
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(c)
Availability of Documents
.
The opinion referenced in this Item 9 will be available for any interested Corel
shareholder (or any representative of the shareholder who has been so designated
in writing) to inspect and copy at the Company’s principal executive offices
during its regular business hours.
Item
10: Source and Amounts of Funds or Other Consideration.
The information included in and
incorporated by reference into Item 10 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1007
of Regulation M-A:
(a) – (b)
Sources of Funds;
Conditions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Financing”
·
“Special
Factors—Consolidation Financing”
(c)
Expenses
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary
Term Sheet—Financing”
·
“Special
Factors—Consolidation Financing”
(d)
Borrowed Funds
. Not
applicable.
Item
11: Interest in Securities of the Subject Company.
The information included in and
incorporated by reference into Item 11 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1008
of Regulation M-A:
(a) – (b)
Securities Ownership; Securities
Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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·
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“Special
Factors—Background”
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·
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“Interests
of the Company’s Directors and Executive Officers in the
Consolidation”
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·
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“Information
about Corel Corporation—Security Ownership of Certain Beneficial Owners
and Management”
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Item
12: The Solicitation or Recommendation.
The information included in and
incorporated by reference into Item 12 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1012
of Regulation M-A:
(d) – (e)
Intent to Tender or Vote in a
Going-Private Transaction
;
Recommendations of Others
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
·
“Summary
Term Sheet—Recommendation of Corel Board of Directors”
·
“Summary
Term Sheet—The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—Recommendation of Corel Board of Directors”
·
“Special
Factors— The Purchaser Group’s Reasons for the Tender Offer and the
Consolidation”
·
“Special
Factors—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
Item
13: Financial Statements.
The information included in and
incorporated by reference into Item 13 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1010
of Regulation M-A:
(a) – (b)
Financial Information; Pro
Forma Information.
The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
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·
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“Information
about Corel Corporation—Company Financial
Projections”
|
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·
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“Information
about Corel Corporation—Summary Historical Consolidated Financial
Data”
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Item
14: Persons/Assets, Retained, Employed, Compensated or Used.
The information included in and
incorporated by reference into Item 14 of the Schedule 13E-3 is amended and
supplemented with the following:
Item 1009
of Regulation M-A:
(a) – (b)
Solicitations or
Recommendations
;
Employees and Corporate
Assets
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Opinion of Corel’s Financial Advisor”
·
“Summary
Term Sheet—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
·
“Special
Factors—Opinion of Financial Advisor to the Designated Directors of the Board of
Directors of Corel”
·
“Special
Factors—Interests of the Company’s Directors and Executive Officers in the
Consolidation”
Item
15: Additional Information.
The information included in and
incorporated by reference into Item 15 of the Schedule 13E-3 is amended and
supplemented with the following:
Item
1011(b) of Regulation M-A:
(b)
Other Material Information
.
The information set forth in the Proxy Statement, including all annexes thereto,
is incorporated herein by reference.
Item
16: Exhibits.
The information included in and
incorporated by reference into Item 16 of the Schedule 13E-3 is amended and
supplemented with the following:
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(a)(1)(i)
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The
Preliminary Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 18, 2009, incorporated
herein by reference.
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SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information as set forth in this statement is true, complete and
correct.
Dated:
December 18, 2009
|
Corel
Corporation
By
|
/s/ Kris
Hagerman
Kris
Hagerman
Chief
Executive Officer
|
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