Corel and Inprise Merger

Corel Corp., one of the world’s largest developers of business productivity, graphics and operating systems solutions, and the California-based Inprise/Borland Corp. (Inprise), a leading provider of Internet access infrastructure and application development tools and services, have entered into a definitive merger agreement that will leverage off a growing interest in Linux programs. The combined organization will have a market capitalization of US$2.44 billion, and will offer a single source for end-to-end solutions featuring a range of productivity applications, development tools, and professional services for all major platforms that will compete head-on with the Microsoft range of products.

Under the arrangement, which was announced to the market on February 7, 2000 and is expected to close in late Spring, 2000, Corel will pay approximately US$1.07 billion in shares for Inprise, giving Inprise shareholders around 44 per cent of Corel stock when the deal is complete.

Eric Smith, Corel’s in-house counsel, is quarterbacking the transaction, and has called on Robert D. Chapman and Virginia K. Schweitzer from McCarthy Tétrault as Canadian counsel, with assistance on international taxation issues from Richard G. Tremblay of Osler, Hoskin & Harcourt LLP. On US matters, Corel has retained Mark L. Weissler and Dale Ponikvar of Milbank, Tweed, Hadley & McCloy LLP. US Counsel for Inprise is Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Daniel E. Stoller, Richard J. Grossman and Keith Gottfried. Canadian counsel for Inprise are Stikeman Elliott led by Marvin Yontef and Alison J. Youngman, assisted by Guy-Laine Charles and Darin Renton on the corporate front, with Ronald K. Durand and Angelo Nikolakakis providing tax advice.