Filer: Inprise Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 0-16096
On February 7, 2000, Inprise Corporation posted the following FAQ on its
web site:
FAQ
Q - Why is Corel merging with Inprise/Borland? Why now?
A - There are several areas in which the two companies complement each
other, allowing the combined organization to develop and provide more and
better products to a much wider global customer base.
Corel is one of the world's largest developers of business productivity,
graphics and operating systems solutions. It is also the Linux market
leader, providing a single source for end-to-end solutions encompassing all
major platforms as well as a range of productivity applications,
development tools, and professional services. Corel also became the first
company to offer a Linux operating system specifically developed for the
desktop market and continues to develop a range of applications to run on
Linux. Its 50 million strong global customer base primarily includes
individual consumers and small- and medium-sized enterprises.
Inprise/Borland is a leading provider of Internet access infrastructure and
application development tools and services. Inprise/Borland has a strong
focus on the enterprise and developer markets, with a concentration on the
server environment. Inprise/Borland has the support of 5 million developers
and has a customer base that includes several very large global companies,
as well value added resellers worldwide.
The two companies share a dedication to innovation, high quality products
and services, and a commitment to providing solutions for the Linux
environment. With what will be one of the largest teams of Linux
developers, the combined organization will be able to accelerate its
delivery of more powerful solutions, positioning it to become the
recognized market leader. In fact, the two companies together create a
Linux powerhouse, offering a single source for end-to-end solutions
encompassing all major platforms as well as a range of productivity
applications, development tools, and professional services.
Q - How are the two companies going to work together?
A - The merging companies bring complementary technology and product
capabilities to complementary markets. The synergies generated by this
balance provide opportunities to develop a full range of new and better
products for wider customer bases.
The merger will create:
o An outstanding customer base - combining Corel's 50 million users and
o Inprise/Borland's 5 million developers worldwide;
o First mover advantage - the new organization will be the first player
in the Linux market space with a complete end-to-end Linux offering,
which places it in a dominant position in an emerging market;
o Technological leadership - Corel is an industry leader based on the
number of dedicated Linux developers and resources. Corel will now
have the ability to leverage the combined technological strengths of
the two teams, and allow for cross integration in complementary
products. This will enable Corel to deliver powerful solutions,
faster;
o Top Linux team and management - Corel's President and CEO Dr. Michael
Cowpland will lead the new executive team and Inprise/Borland's Dale
Fuller, will become Chairman of Corel's Board of Directors. Combined,
Corel and Inprise/Borland's partnerships will accelerate bringing
Linux products and services to market faster;
o Extensive industry relationships - Corel has established strong
partnerships with many emerging Linux companies, as well as the
support of the world's major technology
o Original Equipment Manufacture (OEM) vendors. _ Inprise/Borland brings
extensive relationships with major global enterprise customers and
strategic vendor partnerships;
o Strong balance sheet - the financial position of the merged company
will be stronger and include cash assets of over US$200 million;
o Linux and Windows - Corel will continue to support and pursue new
technologies - like Linux - to offer its customers greater flexibility
and choice. With Corel's experience in the Windows world, it is
uniquely positioned to bridge the Windows-Linux gap and deliver the
best of both worlds to its customers.
Q - What will be the impact of the merger on employees? Will the operation
of the new Corel change?
A - The first steps to be taken following the completion of the merger will
be to facilitate the integration of the various management, technical,
sales and marketing and administrative teams to minimize disruptions while
creating an even better organization to serve our combined customer base.
One of the greatest strengths of this merger evolves from the fact that,
for two large organizations, there is relatively little overlap in
operations. As is always the case in any merger, however, there will be
some duplication of efforts. Actual impacts will not be known before the
approximately 60 to 90 day period needed before the merger takes is
completed.
Q - Is Corel changing its Linux focus from the desktop to the server?
A - Corel continues to be very committed to the Linux desktop market. With
the merger, Corel becomes a Linux powerhouse, offering a single source for
end-to-end solutions. Corel recognizes the tremendous potential of Linux
and brings extensive expertise to the Linux market with over a decade of
Windows applications development.
Q - Is Corel now a Linux company?
A - While Linux is an integral part of its business, Corel will continue to
focus on and grow its markets across existing and emerging platforms,
including Windows, Linux, Macintosh and Solaris.
Q - Does Corel have the infrastructure in place to deal with such a merger
given the recent announcement of some of its Executives leaving and plans
for restructuring?
A - Corel has an Executive Leadership Team in place that is strong,
dedicated and experienced. The team includes both members with essential
corporate history and knowledge and new members who bring fresh and
exciting ideas to the table. Corel has a solid infrastructure and processes
in place to deal with the merger.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction
referenced in the foregoing information, when it becomes available, because
it will contain important information. The joint proxy statement/prospectus
will be filed with the Securities and Exchange Commission by Inprise
Corporation and Corel Corporation. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus (when available)
and other documents filed by Inprise Corporation and Corel Corporation with
the Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained for free
from Inprise Corporation by directing such request to: Inprise Corporation,
100 Enterprise Way, Scotts Valley, California 95066-3249, Attention:
Investor Relations, telephone: (831) 431-1000, e-mail:
[email protected].
* * *
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction
referenced in the foregoing information, when it becomes available, because
it will contain important information. The joint proxy statement/prospectus
will be filed with the Securities and Exchange Commission by Inprise
Corporation and Corel Corporation. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus (when available)
and other documents filed by Inprise Corporation and Corel Corporation with
the Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained for free
from Inprise Corporation by directing such request to: Inprise Corporation,
100 Enterprise Way, Scotts Valley, California 95066-3249, Attention:
Investor Relations, telephone: (831) 431-1000, e-mail:
[email protected].
