Filer: Inprise Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 0-16096
On February 7, 2000, Inprise Corporation and Corel Corporation issued the
following press release:
Corel - Inprise/Borland Merger to Create Linux Powerhouse
Will Provide Customers with Linux Operating System, Applications and
Developer Tools
NEW YORK, FEBRUARY 07, 2000 - Corel Corporation (NASDAQ: CORL TSE: COR) and
Inprise/Borland Corporation (NASDAQ: INPR) today announced that they have
entered into a definitive merger agreement. Upon completion of the merger,
the combined organization, called Corel, will be 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. The valuation for the entire transaction
is approximately US$2.44 billion. Corel is one of the world's largest
developers of business productivity, graphics and operating systems
solutions. Inprise/Borland Corporation is a leading provider of Internet
access infrastructure and application development tools and services.
In 1999, the two companies had total revenues of US$418 million and
currently have over US$200 million in cash. The merger will be accounted
for as a purchase transaction under Canadian GAAP and is expected to be
accretive to Corel's cash earnings per share before the amortization of
goodwill.
THE AGREEMENT
Upon completion of the merger, Inprise/Borland will operate as a wholly-
owned subsidiary of Corel. Dr. Michael Cowpland will remain as President,
CEO and a director of the corporation. Dale Fuller, Inprise/Borland's
interim President and CEO, will be appointed as Chairman of Corel's Board
of Directors. The operations of the combined entity will be headquartered
in Ottawa, with the Inprise/Borland operations remaining in its current
Silicon Valley locations. The combined businesses will have a presence in
over 100 countries.
Under the terms of the agreement, Inprise/Borland shareholders will receive
0.747 Corel common shares for each share of Inprise/Borland common stock
held. As a result of the merger, Corel expects to issue approximately 53.7
million common shares in the aggregate, in exchange for Inprise/Borland's
outstanding shares.
Based on the closing price of US$20.00 per share of Corel as of February 4,
2000, this represents a value of $14.94 per share of Inprise/Borland,
giving a US$2.44 billion valuation for the entire transaction, on a fully
diluted basis. Upon closing of the transaction, Inprise/Borland
shareholders will own approximately 44 percent of Corel, with the balance
being held by Corel's current shareholders. The boards of directors of both
companies have approved the transaction.
THE PARTNERS
"This merger enables us to offer global servicing support, end-to-end
product solutions and continuing service to all of our shared customers,"
said Corel president Michael Cowpland. "And with Inprise/Borland's
leadership in the software development community and Corel's Linux desktop
operating system and productivity applications, we have an extraordinary
opportunity to reach all facets of the exploding Linux market."
"This is about responding to and leading the rapidly changing face of
computing," said Inprise/Borland president Dale Fuller. "Mike and I have a
shared vision: To lead in the development of Linux and other emerging
technologies that will bridge and accelerate the value of the Internet, to
the world. Together, we're already well along this path. With our combined
base of 55 million customers u including small to medium enterprise
customers, desktop client customers, and enterprise developers u our
technologies will enable our customers to migrate to Linux faster."
The two companies share a dedication to innovation, high quality products
and services, and a commitment to providing solutions for the Linux
environment. With one of the largest teams of Linux developers, the
combined organization will be able to deliver more powerful solutions
faster.
The merger will allow the combined companies to provide a roadmap to the
future by offering training, education, and migration paths so customers
can fully exploit the power of Linux-based Internet solutions. Both
companies will also continue to provide support for open standards,
ensuring compatibility across Linux, Windows and Solaris platforms and
applications.
The combined businesses will benefit from shared resources in research and
development, sales and marketing, thus allowing the combined Company to
reduce expenses through the elimination of duplicated resources in their
global retail and corporate channels.
The Move to Linux
Linux is a powerful operating system that runs on hardware ranging from PCs
and Macs to Alphas and more. Linux is being used by a fast-growing number
of programmers worldwide as a platform for running Internet servers and
software applications. International Data Corporation (IDC), a
Massachusetts-based industry research organization, forecasts that the
Linux operating environment, including both client and server, will grow at
a compound annual rate of greater than 25 percent through 2003.
Corel's work on the Linux operating system grew out of its earlier efforts
developing software for the Unix operating system. With the release of
WordPerfect 8 for Linux in December 1998, Corel firmly established itself
as a leading software developer for the open source operating system. Corel
also developed the first Linux operating system (OS) built specifically for
the desktop.
Also a leading innovator for the Linux community, Inprise/Borland provides
the tools to create world-class enterprise applications for the Linux
operating system. Most recently, Inprise/Borland announced a free download
of JBuilder 3 Foundation, a pure Java development environment for Linux;
Kylix, planned to be one of the first rapid-application development (RAD)
tools for the Linux platform, is scheduled to be available in mid-2000; and
a free download of the Linux Just-In-Time (JIT) compiler.
The merger is subject to certain customary conditions, including
shareholder approval from Inprise/Borland and Corel, compliance with the
Hart-Scott-Rodino Antitrust Improvements Act, and certain other regulatory
filings and approvals. The transaction, which is expected to close in the
late spring and is expected to be tax-free to Inprise/Borland shareholders.
COREL CORPORATION is an internationally recognized developer of award-
winning business productivity, graphics and operating system solutions on
the Windowsregistered trademark, Linuxregistered trademark, UNIXregistered
trademark, Macintoshregistered trademark and Javatrademark platforms. Corel
also develops market-leading, Web-based solutions including applications,
contents, e-commerce and online services. For access to these services and
more information go to www.Corel.com or www.Corelcity.com. Corel is
headquartered in Ottawa. Corel's common stock trades on the NASDAQ Stock
Market under the symbol CORL and on the Toronto Stock Exchange under the
symbol COR.
INPRISE/BORLAND CORPORATION is a leading provider of Internet access
infrastructure tools and services for all 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 www.borland.com, or the community web site at
http://community.borland.com or call the company at (800) 632-2864.
FORWARD-LOOKING STATEMENTS: This press release contains statements that are
forward looking as that term is defined by the United States Private
Securities Litigation Reform Act of 1995. These statements are based on
current expectations that are subject to risks and uncertainties. Actual
results will differ due to factors such as shifts in customer demand,
product shipment schedules, product mix, competitive products and pricing,
technological shifts and other variables. Readers are referred to Corel
Corporation's and Inprise/Borland Corporation's most recent reports filed
with the Securities and Exchange Commission.
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].
Corel and the Go Further logo are trademarks or registered trademarks of
Corel Corporation or Corel Corporation Limited. Linux is a registered
trademark of Linus Torvalds. UNIX is a registered trademark of The Open
Group. Inprise product names are trademarks or registered trademarks of
Inprise Corporation trademarks of the parties using such names. All other
product names are trademarks of their respective companies. All other
brands and products referenced herein are the trademarks or registered
trademarks of their respective holders.
To participate in the live audio Webcast please visit www.corel.com or
www.inprise.com. Webcast starts at 11:30 am EST Monday, February 7, 2000.
RealPlayerregistered trademark is required.
MEDIA CONTACT LIST:
COREL: INPRISE/BORLAND:
CANADIAN PRESS Jacki Decoster of TSI Communications
Stefania Allevato 650-635-0200 (Ext. 207)
613-728-0826 (Ext. 5003) [email protected]
613-286-0197 (Cellular)
[email protected] Barbara Hagin of TSI Communications
650-635-0200 (Ext. 212)
U.S. PRESS [email protected]
Ainley Marcinyk
613-728-0826 (Ext. 1085)
613- 291-4847 (cellualar)
[email protected]
INDUSTRY ANALYSTS
Daniela Gaudert
613-728-0826 (Ext. 1333)
613-797-8215 (Cellular)
[email protected]
INVESTOR RELATIONS
John Hladkowicz
613-728-0826 (Ext. 1194)
613 u762-7835 (Cellular)
[email protected]
Rachel Douglas
613-728-0826 (Ext 1680)
[email protected]
