SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
COREL CORPORATION
(Name of Subject Company)
COREL CORPORATION
(Name of Person Filing Statement)
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
(Title of Class of Securities)
21869X103
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Kris Hagerman
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Chief Executive Officer
Corel Corporation
1600 Carling Ave
Ottawa, Ontario
Canada K1Z 8R7
(650) 930-5826
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
Barry J. Reiter Bennett Jones LLP 3400 One First Canadian Place Toronto Ontario M5X 1A4 Canada (416) 777-6500 | Joel I. Greenberg Kaye Scholer LLP 425 Park Avenue New York, NY 10022-3598 (212) 836-8201 | Gregory C. Smith Woodside Counsel, P.C. 203 Redwood Shores Parkway Redwood Shores, CA 94065 (650) 632-1690 |
oCheck the box if the filing relates to preliminary communications made before the
commencement date of a tender offer.
commencement date of a tender offer.
THE OFFER TO PURCHASE TO WHICH THIS DIRECTORS’ CIRCULAR RELATES IS MADE PURSUANT TO THE LAWS OF THE UNITED STATES AND IS NOT SUBJECT TO APPLICABLE DISCLOSURE AND OTHER LEGAL REQUIREMENTS IN CANADA AS THE OFFER QUALIFIES AS AN EXEMPT TAKE-OVER BID FOR PURPOSES OF APPLICABLE CANADIAN SECURITIES LAW. SHAREHOLDERS RESIDENT IN CANADA SHOULD BE AWARE THAT CANADIAN SECURITIES LAW REQUIREMENTS GOVERNING THE CONDUCT OF A TAKE-OVER BID DIFFER FROM THOSE REQUIREMENTS GOVERNING THE CONDUCT OF A TENDER OFFER IN THE UNITED STATES.
PURPOSE OF AMENDMENT
This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (together with the exhibits and annexes thereto and as amended and supplemented from time to time, the “Schedule 14D-9”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 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 shares of the Company’s common stock, 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 (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).
All information in the Schedule 14D-9 is incorporated into this Amendment No. 2 by reference, except that such information is hereby amended to the extent specifically provided herein.
This Amendment No. 2 is being filed to reflect certain updates as reflected below.
ITEM 9. | EXHIBITS |
Item 9 is hereby amended to add the following exhibit:
(a)(5)(i) | Joint Press Release, dated November 17, 2009 (filed herewith) |
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
COREL CORPORATION | ||||
By /s/ Kris Hagerman | ||||
Kris Hagerman | ||||
Chief Executive Officer | ||||
Dated: November 17, 2009