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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Corel (MM) | NASDAQ:CREL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.98 | 0 | 01:00:00 |
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)
|
|
Copies
to:
|
|
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
|
a.
|
x
|
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.
|
b.
|
o
|
The
filing of a registration statement under the Securities Act of
1933.
|
c.
|
o
|
A
tender offer.
|
d.
|
o
|
None
of the above.
|
CALCULATION
OF FILING FEE
|
|
Transaction
valuation
(1)
|
Amount
of filing fee
(2)
|
$4,241,728.00
|
$236.69
|
(1)
|
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.
|
(2)
|
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.
|
Amount
Previously Paid:
|
$1,666.31
|
Form
or Registration No.:
|
SC
TO-T
|
Filing
Party:
|
Corel
Holdings, L.P.
|
Date
Filed:
|
October
28, 2009
|
Amount
Previously Paid:
|
$271.33
|
Form
or Registration No.:
|
SC
TO-T/A
|
Filing
Party:
|
Corel
Holdings, L.P.
|
Date
Filed:
|
November
12, 2009
|
Exhibit
Number
|
Description
|
|
(a)(i)(ix)
|
The
Definitive Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 29, 2009, incorporated
herein by reference.
|
Corel
Holdings, L.P.
By
Vector Capital Partners II International, Ltd.
Its
General Partner
|
/s/ Alexander R.
Slusky
Alexander
R. Slusky
Director
|
Vector
Capital Partners II International, Ltd.
|
/s/ Alexander R.
Slusky
Alexander
R. Slusky
Director
|
Alexander
R. Slusky
|
/s/ Alexander R.
Slusky
|
Amish
Mehta
|
/s/ Amish
Mehta
|
Exhibit
No.
|
Description
|
|
(a)(1)(i)
|
Offer
to Purchase, dated October 28, 2009.*
|
|
(a)
(1)(ii)
|
Letter
of Transmittal.*
|
|
(a)
(1)(iii)
|
Notice
of Guaranteed Delivery.*
|
|
(a)
(1)(iv)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
|
|
(a)(1)(v)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
|
|
(a)(1)(vi)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
|
|
(a)(1)(vii)
|
Amended
and Restated Offer to Purchase, dated November 16,
2009.*
|
|
(a)(1)(viii)
|
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.*
|
|
(a)(1)(ix)
|
The
Definitive Proxy Statement of Corel Corporation, as filed with the SEC on
Schedule 14A by Corel Corporation on December 29, 2009, incorporated
herein by reference.
|
|
(a)(5)(i)
|
Press
release dated October 28, 2009.*
|
|
(a)(5)(ii)
|
Investor
Presentation.*
|
|
(a)(5)(iii)
|
Press
release dated November 12, 2009.*
|
|
(a)(5)(iv)
|
Joint
press release dated November 17, 2009.*
|
|
(a)(5)(v)
|
Press
release dated November 26, 2009.*
|
|
(a)(5)(vi)
|
Press
release dated December 3, 2009.*
|
|
(f)
|
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.*
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
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