EXHIBIT 3
NONDISCLOSURE AND STANDSTILL AGREEMENT
STRICTLY CONFIDENTIAL
Corel Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0X0
March 24, 2003
Vector CC Holdings L.L.C.
Vector Capital Corporation
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Sirs:
To facilitate discussions relating to a potential strategic business
transaction, including a Sale Transaction as defined in Section 5(b)(ii) hereof
(a "Vector Transaction") between Corel Corporation (together with its
subsidiaries and affiliates, "Corel") and Vector CC Holdings L.L.C., the members
of which are funds managed by Vector Capital Corporation or its affiliates, and
Vector Capital Corporation (together and with their subsidiaries and affiliates,
"Vector"), Corel and Vector expect, including, with respect to Corel, as more
specifically set forth in Section 6(b) hereof, to make available to each other
certain non-public information concerning their respective businesses, financial
condition, operations, assets, properties, liabilities, and prospects. As a
condition to such information being made available by Corel, Vector agrees, and
as a condition to such information being made available by Vector, Corel agrees,
that all Evaluation Material (as hereinafter defined) received from the other
party or any of its directors, officers, employees, potential financing sources,
agents or advisors (including, without limitation, attorneys, accountants,
investment bankers, and other consultants and advisors) (collectively,
"Representatives") shall be treated in accordance with this Agreement. As used
in this Agreement, the term "party" means either Corel or Vector as applicable,
the term "Receiving Party" means the party receiving Evaluation Material and the
term "Furnishing Party" means the party providing Evaluation Material.
1. Definition of "Evaluation Material". The term "Evaluation Material" shall
mean all information concerning the Furnishing Party (including any of its
subsidiaries or affiliates), whether in verbal, visual, written,
electronic or other form, which is made available by the Furnishing Party
or any of its Representatives to the Receiving Party or any of its
Representatives ("Primary Evaluation Material"), together, in each case,
with all notes, memoranda, summaries, analyses, studies, compilations and
other writings relating thereto or based thereon prepared by the Receiving
Party or any of its Representatives ("Derivative Evaluation Material").
Notwithstanding the foregoing, the term "Evaluation Material" shall not
include, and the parties' obligations herein shall not extend to,
information which the Receiving Party can demonstrate (a) was rightfully
in the possession of the Receiving Party prior to the disclosure by the
Furnishing Party;
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(b) was or is independently developed by the Receiving Party without the
use of the Evaluation Material; (c) is now or hereafter becomes available
to the public other than as a result of disclosure by the Receiving Party
or any of the Receiving Party's Representatives in violation of this
Agreement; or (d) became available to the Receiving Party or any of its
Representatives on a non-confidential basis from a source other than the
Furnishing Party or any of its Representatives and such source, to the
knowledge of the Receiving Party after due inquiry, was under no
obligation to the Furnishing Party or any of its Representatives (whether
contractual, legal or fiduciary) to keep such information confidential.
2. Confidentiality and Use of Evaluation Material.
(a) Confidentiality of Evaluation Material. All Evaluation Material (i)
shall be kept strictly confidential by the Receiving Party, (ii)
shall be provided by the Receiving Party solely to those of its
Representatives to whom disclosure is reasonably deemed to be
required to facilitate the Receiving Party's evaluation or
consideration of any Vector Transaction, and (iii) shall be used
solely for the purpose of evaluating and considering any Vector
Transaction. The parties agree that all Evaluation Material is and
shall remain the property of the Furnishing Party. Before providing
access to Evaluation Material to its Representatives, the Receiving
Party shall inform its Representatives of the contents of this
Agreement and the confidentiality of the Evaluation Material, and
shall advise its Representatives that, by accepting possession of or
access to such information, such Representatives are agreeing to
comply with the terms of this Agreement. Each party shall be
responsible for any breach of this Agreement by any of its
Representatives.
(b) Compulsory Disclosure of Evaluation Material. If the Receiving Party
is requested in any judicial or administrative proceeding or by any
governmental or regulatory authority to disclose any Evaluation
Material (whether by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, or otherwise), the
Receiving Party shall give the Furnishing Party prompt notice of
such request so that the Furnishing Party may seek an appropriate
protective order, and, upon the Furnishing Party's request and at
the Furnishing Party's expense, shall cooperate with the Furnishing
Party in seeking such an order. If the Receiving Party is
nonetheless compelled to disclose Evaluation Material, the Receiving
Party shall disclose only that portion of the Evaluation Material
which the Receiving Party is required, upon the advice of counsel,
to disclose pursuant to applicable law or the rules of any
securities exchange or over-the-counter market and, upon the
Furnishing Party's request and at the Furnishing Party's expense,
shall use reasonable efforts to obtain assurances that confidential
treatment will be accorded to such Evaluation Material to the extent
such assurances are available. Subject to the foregoing conditions
and limitations, the Receiving Party may disclose Evaluation
Material without liability hereunder.
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(c) Other Public Disclosure. Except (i) for such public disclosure as
may be necessary, upon the advice of counsel for the disclosing
party, for the disclosing party not to be in violation of any
applicable law, regulation or order (including the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the
Securities Act (Ontario), or rules of any securities exchange or
over-the-counter market), or (ii) with the prior written consent of
the other party, neither party shall make any disclosure (and each
party shall direct its Representatives not to make any disclosure)
to any person other than a Representative of that party of (x) the
fact that discussions, negotiations or investigations are taking or
have taken place concerning a Vector Transaction, (y) the existence
or contents of this Agreement, or the fact that either party has
requested or received Evaluation Material from the other party, or
(z) any of the terms, conditions or other facts with respect to any
proposed Vector Transaction, including the status thereof or make
any public statement concerning a proposed Vector Transaction. If
either party proposes to make any disclosure in reliance on clause
(i) above, the disclosing party shall provide the other party with
the text of the proposed disclosure as far in advance as is
reasonably practicable and shall in good faith consult with and
consider the suggestions of the other party concerning the nature
and scope of the information it proposes to disclose.
3. Accuracy of Evaluation Material; No Representations or Warranties. Each
party acknowledges and agrees (a) that no representation or warranty,
express or implied, is made by either party or any of its respective
Representatives as to the accuracy or completeness of the Evaluation
Material, and (b) that the parties shall be entitled to rely only on those
representations and warranties (if any) that may be made in a definitive
written Vector Transaction agreement, signed and delivered by both
parties, and then only to the extent, and subject to the limitations,
provided therein. The Furnishing Party and its Representatives shall have
no liability to the Receiving Party and its Representatives on account of
the use of any Evaluation Material by the Receiving Party or its
Representatives or any inaccuracy therein or omission therefrom.
4. No Solicitation of Employees. Neither party shall directly or indirectly
solicit for hire any employee of the other party or any of its
subsidiaries with whom it has had contact or who became known to it in
connection with its consideration of a Vector Transaction, for a period of
one year subsequent to the termination of discussions regarding a Vector
Transaction; provided, however, that the foregoing provision shall not
prevent either party from employing an employee who contacts such party,
directly or indirectly through an intermediary, at his or her own
initiative without any direct or indirect solicitation by or encouragement
from such party.
5. Standstill.
(a) Representations and Warranties of Vector. Vector represents and
warrants to Corel that at the date hereof:
(i) Vector CC Holdings L.L.C. ("Holdings") is a limited liability
company formed under the laws of the State of Delaware, each
of the members of
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which is managed by Vector Capital Corporation or an affiliate
of Vector Capital Corporation;
(ii) Holdings is a party to an agreement with Microsoft Licensing,
Inc. dated March 7, 2003 (the "Purchase Agreement") pursuant
to which it has agreed to purchase, not later than March 24,
2003, 22,890,000 Series A participating convertible preferred
shares of Corel ("Series A Shares") and Vector does not own
any other Series A Shares or any common shares of Corel; and
(iii) other than the Purchase Agreement, Vector is not a party to
any agreement, arrangement, or understanding with any other
person or persons with respect to any Series A Shares not
owned by it or with respect to any common shares of Corel.
(b) Standstill. For a period of 6 months after the date hereof, neither
Vector nor any person acting jointly or in concert with Vector
(together, the "Vector Parties"), will without the prior written
consent of Corel's Board of Directors or except as provided below:
(i) in any manner acquire, offer to acquire or agree to acquire
securities of Corel or any material assets of Corel, other
than the Series A Shares described in Section 5(a)(ii), and
shall notify Corel immediately upon the disposition by any of
the Vector Parties of any Series A Shares or common shares of
Corel, and shall furnish to Corel before filing, and permit
Corel to comment within one Business Day on, any report or
amended report of any purchase or disposition of securities of
Corel which Vector is required or determines to file pursuant
to applicable securities laws;
(ii) make, or in any way participate in any solicitation of proxies
to vote, or seek to advise or influence any person with
respect to the voting of any voting securities of Corel;
provided, that (A) after the date which is four months from
the date hereof, Vector may solicit proxies to vote and may
exercise the voting rights attached to any Series A Shares or
common shares held by it for the election to the Board of
Directors of Corel of one director nominated by Vector if the
Vector Parties shall then hold at least 10,000,000 common
shares of Corel, assuming the conversion of all of the issued
Series A Shares then owned by Vector, or two directors
nominated by Vector if the Vector Parties shall then hold at
least 20,000,000 common shares of Corel, assuming the
conversion of all of the issued Series A Shares then owned by
Vector, and (B) if a proposal is made for an acquisition of
all or substantially all of the securities of Corel, a
purchase of all or substantially all of the assets of Corel,
or an amalgamation, arrangement, merger, business combination
or other extraordinary transaction involving Corel (a "Sale
Transaction") and such proposed Sale
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Transaction is not a Competing Proposal (as defined in Section
7(a)), Vector shall not be bound by the restriction in this
Section 5(b)(ii);
(iii) make any proposal for, or offer of (with or without
conditions) an extraordinary transaction involving Corel or
its securities or assets (including without limitation, a Sale
Transaction);
(iv) engage in any discussions, or enter into any agreement,
commitment or understanding with any person related to any of
the foregoing provisions of this Section 5(b);
(v) directly assist, advise or encourage any person in doing any
of the foregoing provisions of this Section 5(b) (including by
providing or arranging financing);
(vi) except as contemplated by Section 2(c) or Section 5(c), make
any public announcements with respect to, or submit a proposal
for any of the foregoing provisions of this Section 5(b);
(vii) take any action which might require the other party under
applicable laws or the rules of a stock exchange to make a
public announcement regarding any of the foregoing provisions
of this Section 5(b); and
(viii) request the other party (or its Representatives), directly or
indirectly, to amend or waive any provision of this Section
5(b) (including this clause).
(c) Notwithstanding Section 5(b), Vector may:
(i) publicly announce, make and complete a formal offer by way of
takeover bid circular to acquire for cash all of the issued
common shares of Corel at a price per share not less than
US$1.00;
(ii) make a written proposal to Corel for a Sale Transaction after
the earlier of (A) the expiry of the Non-Exclusive Period (as
defined in Section 6), and (B) the date on which Corel
announces a proposed Sale Transaction which is not a Competing
Proposal with a person or persons other than Vector, and to
allow Vector to publicly announce any such proposal not
earlier than eight business days following the delivery of
such proposal to Corel; or
(iii) proceed with a Vector Transaction having a price per common
share of not less than US$1.10 per share (the "Minimum Vector
Price"), with respect to which Corel will take all necessary
reasonable steps to facilitate the submission of the Vector
Transaction to the securityholders of Corel for their
consideration and, if required, approval, and, if the Vector
Transaction has a price per common share of not less than
US$1.10, a majority of the members of the Board of Directors
of Corel will
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recommend to securityholders of Corel that they participate in
such Vector Transaction, either by tendering to a bid or
voting in favour of such Vector Transaction requiring the vote
of securityholders, provided, that the Board of Directors has
received a Fairness Opinion and subject always, in recognition
of the fiduciary duty of the Board of Directors, to the right
of the Board of Directors to solicit, initiate and encourage
other proposals or offers as contemplated by Section 6(a) and,
in any event, to consider and recommend to the securityholders
of Corel a proposal for a Sale Transaction which is superior
from a financial point of view to the consideration in such
Vector Transaction. A "Fairness Opinion" means an opinion from
an independent investment dealer in Canada of nationally
recognized standing that the consideration to be received
pursuant to such Vector Transaction is fair from a financial
point of view to the securityholders of Corel other than
Vector, which opinion is prepared in accordance with standard
industry practices for fairness opinions in comparable
transactions and, in respect of which opinion, a draft version
will be delivered to Vector at the time that it is delivered
to Corel for review.
6. Non-Exclusive Period.
(a) Non-Exclusive Period. For a period of 30 days from the date hereof
(the "Non-Exclusive Period"), Vector may conduct due diligence and
the parties shall use their best efforts to negotiate in good faith
regarding a Vector Transaction with Vector with a view to entering
into a definitive combination agreement (the "Combination
Agreement"); provided, that, subject to the terms of any Combination
Agreement entered into between Vector and Corel, Corel shall at any
time, including during the Non-Exclusive Period, be entitled to
solicit, initiate and encourage submissions or inquiries, proposals
or offers from any other person and engage in, and participate in,
discussions or negotiations and provide information relating to
Corel or its assets to other persons for the purpose of entering
into a Sale Transaction with any such other person or persons.
(b) Access to Information. During the Non-Exclusive Period, Corel will
give to Vector and its Representatives, on reasonable prior notice,
access to books and records and to the Chief Executive Officer, the
Chief Operating Officer, the Chief Financial Officer, any other
Executive Vice President or Vice President of Corel reasonably
requested by Vector and such other employees as the Chief Executive
Officer shall designate, and will provide them with all information
relating to the business of Corel (including any information
provided to other persons as contemplated at Section 6(a)) as Vector
may reasonably request in order to permit Vector to fully and
adequately assess the making of a proposal for a Vector Transaction.
(c) Expenses. Corel hereby agrees that if, prior to expiry of the
Non-Exclusive Period, Vector makes a commitment to the Corel Board
of Directors that it will make an offer to acquire for cash all of
the issued common shares of Corel at a
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price per share of not less than the Minimum Vector Price, and
otherwise on terms reasonably acceptable to the Board of Directors
of Corel, acting in good faith, Corel will reimburse Vector for all
reasonable travel and out-of-pocket expenses incurred in connection
with Vector's consideration of a Vector Transaction hereunder,
including the reasonable out-of-pocket fees and expenses of Vector's
legal and financial advisors, up to a maximum amount of US$300,000
for all such expenses; and if Corel accepts the commitment and
proceeds towards negotiating a definitive Combination Agreement with
respect to such Vector Transaction, or, if Vector does not make such
a commitment or Corel does not accept any commitment and proceed
towards such negotiations but Corel enters into a definitive
agreement for a Sale Transaction with any other person within six
months of the date hereof and completes such Sale Transaction, up to
a maximum amount of US$500,000 for all such expenses.
7. Covenant Not to Vote.
(a) Vector agrees that, for the period of six months from the date
hereof (plus such additional period as shall be required to complete
any Competing Proposal with respect to which a definitive agreement
has been entered into and announced by Corel during such six months
period which additional period will not exceed 90 days after the
date of announcement), it will not exercise any votes attached to
the Series A Shares of Corel which may be acquired by Vector, or
common shares of Corel issuable upon conversion of those shares (the
"Subject Shares"), against a shareholder resolution proposing
approval of a Sale Transaction with the following characteristics (a
"Competing Proposal"):
(i) The Competing Proposal involves the acquisition by a person of
all or substantially all of the common shares and Series A
Shares or assets of Corel, and in such Competing Proposal the
holders of the Series A Shares are treated no less favourably
than the holders of the common shares.
(ii) The Board of Directors of Corel is recommending to
shareholders of Corel that they vote in favour of the
Competing Proposal.
(iii) The consideration payable pursuant to the Competing Proposal
to the holders of Shares, determined as of the close of
business on the fifth Business Day before the date of the
shareholder meeting at which the Competing Proposal is to be
approved (the "Meeting Date") by the Board of Directors of
Corel, acting reasonably, is no less on a per share basis than
(A) in the case of the Series A Shares, U.S.$1.25 and (B) in
the case of common shares of Corel, 105% of the most
favourable offer proposed in writing, not later than 15
Business Days prior to the Meeting Date by Vector ("Vector
Best Offer") to the Board of Directors of Corel since the date
of the agreement entered into by Corel in respect of the
Competing Proposal and available for acceptance by Corel for a
period of at least five Business Days and which Vector Best
Offer contains non-price based terms and conditions which the
Board of Directors of Corel determines to
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be at least as favourable to Corel as such terms and
conditions of the Competing Proposal and which Vector Best
Offer the Board of Directors of Corel determines, in good
faith, to be reasonably capable of being completed.
(iv) The consideration payable pursuant to the Competing Proposal
is either cash or freely tradeable securities publicly listed
and traded on a senior exchange or market, where, in the case
of any such securities, (A) the securities have an average
weekly value of trading volume (determined for the eight weeks
prior to the week in which the Competing Proposal is publicly
announced) at least 1.5 times that portion of the aggregate
value of the Competing Proposal applicable to the Subject
Shares (on the basis that any Series A Shares are being
treated equally with the other common shares of Corel), which
value is to be paid to Vector in those securities (in the
event Vector elects to receive the minimum number of such
securities, if any election is available), or (B) either Corel
or any designee of Corel including the party making the
Competing Proposal (provided the obligations of such designee
in respect thereof are unconditionally guaranteed by Corel)
has agreed, if permitted by applicable law, including
securities law, upon election by Vector, to purchase the
Series A Shares held by Vector and, in either case the common
shares of Corel issued upon conversion of such Series A
Shares, on or immediately prior to the closing of the
Competing Proposal for a cash price equal to 95% of the per
share value of the Competing Proposal attributable to the
Subject Shares determined as of the date of announcement of
the Competing Proposal. Corel shall, no later than five
business days following the public announcement of the
Competing Proposal, enter into a written agreement with Vector
regarding the purchase obligation contemplated by this Section
7(a)(iv).
(b) In the event the Competing Proposal is approved by the holders of
common shares of Corel other than Vector, Vector shall vote any
Series A Shares or common shares it holds in favour of the Competing
Proposal. For greater certainty, Vector will not exercise any
dissent rights in respect of the Subject Shares in connection with
any Competing Proposal.
(c) Vector agrees that, during the period of six months after the date
hereof, it will not transfer the Subject Shares to any person other
than a person who agrees in writing for the benefit of Corel to be
subject to the provisions of Sections 7(a), (b) and (c), provided
that (A) Vector may transfer Series A Shares provided that it
continues to hold at least two-thirds of the then outstanding Series
A Shares, and (B) Vector may from time to time transfer common
shares of Corel acquired by Vector in compliance with this Agreement
to any person or persons who, to the knowledge of Vector after due
inquiry, alone or together with its affiliates or persons acting
jointly or in concert with them, beneficially owns not more than
5,000,000 common shares of Corel.
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8. Additional Provisions with Respect to Sections 5, 6 and 7.
(a) All references in Sections 5 and 7 to specific dollar values on a
per share basis will be adjusted as necessary to reflect share
splits, consolidations, stock dividends or similar transactions
affecting the number of shares outstanding or special cash
dividends, returns of capital or similar transactions under which
property of Corel is distributed to its shareholders.
(b) Either party may terminate its obligations under Sections 5, 6 and 7
immediately in the event of a material breach by the other party of
its obligations under any of those Sections, which is not cured
within seven calendar days of receipt of notice of the alleged
breach from the terminating party.
9. Return and Destruction of Evaluation Material. At any time after
termination of discussions by either party to this Agreement with respect
to the Vector Transaction, upon the request of the Furnishing Party, the
Receiving Party shall promptly (and in no event later than five business
days after such request) (a) redeliver or cause to be redelivered to the
Furnishing Party all copies of all Primary Evaluation Material in the
possession or control of the Receiving Party or its Representatives which
is in a visual or written format and erase or destroy all copies of all
such Primary Evaluation Material which is stored in electronic format, and
(b) destroy or cause to be destroyed all Derivative Evaluation Material in
the possession or in control of the Receiving Party or any of its
Representatives. Nothing herein shall obligate the Receiving Party to
provide any Derivative Evaluation Material to the Furnishing Party.
Notwithstanding the return, destruction or erasure of Evaluation Material
hereunder, the Receiving Party and its Representatives shall continue to
be bound by their confidentiality and other obligations hereunder.
10. Remedies. Each party agrees that money damages would not be a sufficient
remedy for any breach of any provision of this Agreement by the other
party or any of its Representatives, and that in addition to all other
remedies which any party hereto may have, each party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy
for any such breach. Such remedies shall not be deemed to be the exclusive
remedies for a breach of this Agreement but shall be in addition to all
other remedies available at law or in equity. No failure or delay by any
party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.
11. Miscellaneous. Neither party grants a license, by implication or
otherwise, under any of its trade secrets or other intellectual property
rights to the Receiving Party. This Agreement contains the sole and entire
agreement between the parties with respect to the confidentiality of the
Evaluation Material and the confidentiality of their discussions,
negotiations and investigations concerning a Vector Transaction, and
supersedes all prior and contemporaneous agreements, understandings and
representations, whether oral or written, of the parties connection
herewith. No prior drafts of this Agreement and no words or phrases from
any such prior drafts shall be admissible into evidence in any
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action, suit or other proceeding involving this Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute the same agreement and shall become a
binding agreement when a counterpart has been signed by each party and
delivered to the other party. If any term, provision, covenant or
restriction of this Agreement is held by a final judgment (not subject to
further appeal) of any court located within the Province of Ontario to be
invalid, void, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated. This
Agreement may be amended, modified or waived only by a separate written
instrument duly signed and delivered by or on behalf of both parties. It
is expressly understood that, subject to Section 5(c)(iii) and 6(a), this
Agreement is not intended to, and does not, constitute an agreement to
consummate a Vector Transaction, to conduct or continue negotiations with
respect to a Vector Transaction, or to enter into a definitive Vector
Transaction agreement, and neither party shall have any rights or
obligations of any kind whatsoever with respect to such Transaction by
virtue of this Agreement or by virtue of any other written or oral
expression by the parties' respective Representatives unless and until a
definitive Vector Transaction agreement between the parties is executed
and delivered by both parties, other than for the matters specifically
agreed to herein. Both parties further acknowledge and agree that each
party reserves the right, in its sole discretion, to provide or not to
provide Evaluation Material to the Receiving Party under this Agreement
subject, in the case of Corel, to Section 6(b), to reject any and all
proposals made by the other party or any of its Representatives with
regard to a Vector Transaction subject to Sections 5(c)(iii) and 6(a), and
to terminate discussions and negotiations at any time.
12. Governing Law; Forum. This Agreement shall be governed by and construed in
accordance with the internal laws of the Province of Ontario without
giving effect to the conflicts of laws principles thereof. Each party
hereto consents and submits to the jurisdiction of the courts of the
Province of Ontario for the adjudication of any action, suit or proceeding
arising out of or otherwise relating to this Agreement.
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If the foregoing correctly sets forth our agreement with respect to the matters
set forth herein, please so indicate by signing two copies of this Agreement and
returning one signed copy to me, whereupon this Agreement shall constitute our
binding agreement with respect to the matters set forth herein.
Yours very truly,
COREL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & CEO
Accepted and Agreed to as of the 24th day of
March, 2003
VECTOR CC HOLDINGS L.L.C., by
VECTOR CAPITAL PARTNERS II, L.L.C.,
its Managing Member
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Managing Member
VECTOR CAPITAL CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Managing Partner
