Filer: Inprise Corporation
Pursuant to Rule 425 under the Securities Act of
1933 Commission File No. 0-16096
On April 27, 2000, Inprise Corporation issued the following
press release:
INPRISE/BORLAND BOARD REQUESTS UPDATE OF FAIRNESS
OPINION IN COREL MERGER
SCOTTS VALLEY, Calif., April 27, 2000 - Inprise/Borland (Nasdaq:
INPR) today announced that its Board of Directors has requested the
Company's financial advisor, Broadview International LLC, to update its
opinion as to the fairness to Inprise/Borland stockholders, from a
financial point of view, of the exchange ratio in the Company's previously
announced merger transaction with Corel Corporation.
On February 6, 2000, Inprise/Borland entered into a merger agreement
with Corel, pursuant to which holders of the Company's common stock, upon
completion of the merger, would receive 0.747 of a Corel common share for
each share of the Company's common stock. On that date, Broadview delivered
to the Inprise/Borland Board its written opinion to the effect that, as of
February 6, 2000 and subject to the assumptions made and qualifications set
forth therein, the exchange ratio was fair, from a financial point of view,
to the Company's stockholders.
The Inprise/Borland Board of Directors, after taking into account,
among other things, Corel's first quarter financial results and Corel's
recent statements concerning its cash position and near-term financial
prospects, determined to request an update of Broadview's fairness opinion.
Inprise/Borland anticipates that Broadview will complete its updated
financial review within the next few weeks.
About Inprise/Borland Corporation
Inprise/Borland is a leading provider of Internet access
infrastructure and application development tool and services for major
platforms, including Linux, Solaris and Windows. Founded in 1983,
Inprise/Borland is headquartered in the Silicon Valley, California, with
operations worldwide. To learn more, visit Inprise/Borland at
http://www.borland.com/, the community site at
http://community.borland.com/or call Inprise at 800-632-2864.
Forward-looking statements in this release, including but not limited
to, those concerning Inprise's future financial performance, product
development plans, and the potential features of or benefits to be derived
from Inprise's products, involve a number of uncertainties and risks, and
actual events or results may differ materially. Factors that could cause
actual events or results to differ materially include, among others, the
following: possible disruptive effects of organizational or personnel
changes by Inprise, shifts in customer demand, risks associated with the
planned merger with Corel, market acceptance of Inprise's new or enhanced
products, delays in scheduled product availability dates, actions or
announcements by competitors, software errors, general business conditions
and market growth rates in the client/server and Internet software markets,
and other factors described in Inprise's S.E.C. reports on Forms 10-K and
10-Q.
NOTE: Inprise product names are trademarks or registered trademarks of
Inprise Corporation. Other names mentioned herein may be trademarks of the party
using such names.
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].
