To: A. Reader who wrote (6487 ) 3/31/1999 5:03:00 PM From: Gutterball Respond to of 9798
Corel Corporation Announces Amendment to Shareholders Rights Plan OTTAWA--(BUSINESS WIRE)--March 31, 1999--COREL(NASDAQ:COSFF - news; TSE:COS. - news) Corel Corporation announced today that, after consultation with Fairvest Securities Corporation, its Board of Directors has, subject to regulatory approval, amended its Shareholders Rights Plan dated February 11, 1999. The Board is of the view that the Rights Plan, as amended, continues to adequately protect shareholders' interests and is more consistent with recent rights plans adopted. The significant changes from the terms previously described in the March 8, 1999 Management Information Circular which accompanied the Notice of Annual and Special Meeting of Shareholders are (i) a provision that a lock-up agreement will trigger a ''flip-in event'' unless under the terms of such lock-up agreement the shareholder is allowed to withdraw the shares in order to tender to a subsequent bid containing a higher price, or if the lock-up specifies a minimum higher price for the subsequent bid such minimum higher price being not more than 7 percent higher, or a subsequent bid for a number of shares at least 7 percent greater than the lock-up bid, and which, in any case, does not provide for ''break up'' fees to be paid to the shareholder in excess of the greater of 2.5 percent of the value of the lock-up bid to the shareholder and one-half of the increase in value to the shareholder of the subsequent bid, (ii) a requirement for shareholder approval before the Board may redeem the Rights, and (iii) a narrowing of the situations in which a person is considered to beneficially own securities of Corel. Corel shareholders are being asked to confirm the Rights Plan at the Annual and Special Shareholders Meeting being held on April 14, 1999. The Board continues to recommend that shareholders confirm the Plan. At the Shareholders Meeting, management intends to vote supporting proxies in favour of the amended Plan. Copies of the Rights Plan, as amended, may be obtained upon request to the Secretary of Corel. Corel Corporation Corel Corporation is an internationally recognized developer of award-winning graphics and business productivity applications. Development of market-leading products such as the CorelDRAW® line of graphics applications and the Corel® WordPerfect® Suite of business tools is continually evolving to meet the demands of the corporate, retail and academic markets. Committed to performance, compatibility, value and open standards, Corel develops products for the Windows®, Macintosh®, UNIX®, Linux® and Java(TM) platforms. Corel's common stock trades on The NASDAQ Stock Market(SM) under the symbol COSFF and on the Toronto Stock Exchange under the symbol COS. For more information visit Corel's Web site at www.corel.com. Corel, WordPerfect, CorelDRAW 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. All other product and company names are trademarks or registered trademarks of their respective companies. -------------------------------------------------------------------------------- Contact: Corel Corporation Nicole Sanford (Canada), 613/728-0826 ext. 5046 E-Mail: nicoles@corel.ca Website: www.corel.com or Corel Corporation Catherine Hughes (US), 613/728-0826 ext. 1659 E-Mail: catherineh@corel.ca --------------------------------------------------------------------------------