EX-99.A.1.IV 6 dp15361_ex-a1iv.htm EXHIBIT (A)(1)(IV)
 

 
Exhibit (a)(1)(iv)
 
 
Offer to Purchase for Cash
 
All Outstanding Common Shares
of
Corel Corporation
at
$3.50 Net Per Share
by
Corel Holdings, L.P.
 
 

 
 
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 25, 2009, UNLESS THE OFFER IS EXTENDED.
 
 
 
October 28, 2009

To Brokers, Dealers, Commercial Banks, Trust Companies, Custodians and Other Nominees:
 
We have been engaged by Corel Holdings, L.P., a Cayman Islands limited partnership (the “Purchaser”) to act as Information Agent in connection with the Purchaser’s offer to purchase all outstanding common shares, no par value, (the “Shares”) of Corel Corporation, a Canadian corporation (the “Company”), excluding the Shares owned by us and our affiliates, for $3.50 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 28, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer) enclosed herewith.
 
Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.
 
Enclosed herewith for your information and to forward to your clients are copies of the following documents:
 
1.  
Offer to Purchase dated October 28, 2009.

2.  
Letter of Transmittal, including a Substitute Form W-9, for your use in accepting the Offer and tendering Shares and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares.

3.  
Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents cannot be delivered to CIBC Mellon Trust Company (the “Depositary”), or if the procedures for book-entry transfer cannot be completed, by the expiration date of the Offer.

4.  
A letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

5.  
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to U.S. federal income tax backup withholding.

6.  
Return envelope addressed to the Depositary.
 
 

 
 
YOUR PROMPT ACTION IS REQUESTED.  WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 25, 2009, UNLESS THE OFFER IS EXTENDED.
 
The Offer is conditioned upon, among other things, satisfaction of a non-waivable condition of there being validly tendered and not withdrawn on or prior to the expiration of the Offer a number of Shares representing at least a majority of the aggregate number of outstanding Shares (calculated on a fully-diluted basis as of the date the Shares are accepted for payment pursuant to the Offer) not beneficially owned by the Purchaser and its affiliates, and the votes attaching to which shall be qualified to be included as votes in favor of any Subsequent Acquisition Transaction (as defined in the Offer to Purchase under the heading “Special Factors—Section 5—Acquisition of Shares Not Tendered in the Offer; Dissenters’ Rights”) in determining whether minority approval (as construed under applicable Canadian securities law) has been obtained in respect thereof.  Other conditions to the Offer are described in the Offer to Purchase under the heading “The Offer—Section 13—Conditions of the Offer.”
 
The Purchaser will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other person (other than the Information Agent and the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers.
 
The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
 
In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined under “The Offer—Section 3—Procedure for Tendering Shares” of the Offer to Purchase) in connection with a book-entry transfer of Shares, together with a confirmation of book-entry transfer, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the instructions contained in the Letter of Transmittal and in the Offer to Purchase.
 
If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures described under “The Offer—Section 3—Procedure for Tendering Shares” of the Offer to Purchase.
 
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.
 
 
 
Very truly yours,
 
     
     
 
Innisfree M&A Incorporated
 
 
 
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER,  THE INFORMATION AGENT OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.