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Inprise Corp., Corel Sued by Holders Over Planned Acquisition By Phil Milford
Wilmington, Delaware, April 17 (Bloomberg) -- Inprise Corp. was sued by stockholders that say a planned acquisition by Corel Corp., maker of WordPerfect software, undervalues their shares.
Management Insights Inc., a shareholder group, sued Friday in Delaware Chancery Court in Wilmington, seeking a court order to stop the buyout of the Scotts Valley, California-based maker of Internet-access software. The suit also names Corel. ``Many other Inprise stockholders are not very happy with this deal and consider it woefully inadequate,' Management Insights says in the suit, which also asks a judge to award damages and legal fees.
Inprise said Feb. 7 it would be bought by Ottawa, Canada- based Corel -- exchanging 0.747 share of Corel for each Inprise share. Corel reported $174.8 million in sales for 1999, and Inprise had sales of about $243 million.
The suit alleges Inprise directors are violating their legal duty to get the best price for the company because Corel misrepresented its financial condition and Corel's shares have fallen significantly.
The group notes that when the transaction was announced, Corel was trading at about $20 per share, valuing each Inprise share at $14.94 -- a premium of about $2. Shares of Corel and Inprise have fallen about 60 percent this year. ``At the time the merger agreement was signed (the price of) Corel's common stock was based on Corel's misrepresentation of its fourth quarter results for fiscal year 1999 and did not reflect the poor results Corel expected in the first quarter of fiscal year 2000,' the suit adds. Corel shares also fell Friday during the general market decline.
Corel is defendant in various other lawsuits charging violations of federal securities laws for alleged misleading statements about earnings.
Officials of Corel and Inprise wouldn't immediately comment on the suit. U.S. shares of Corel fell 19/32 to 6 1/4 today. Inprise shares fell 9/32 to 4 11/16. |