Corel buys Borland, BDE
Carl Shoolman
February 7, 2000
Corel Purchases
Inprise/Borland in $2.44
Billion Stock Swap
By KEVIN MAX
NYTimes.com/TheStreet.com, 12:47 p.m.
Corel said
Monday
that it would
acquire
software
maker
Inprise/Borland
in a stock
swap that
companies
valued at
$2.44 billion,
as it
continues its
march into
the emergent
Linux market.
Investors reacted modestly to the deal. Corel's
share retreated 1/8, or 1 percent, to 19 7/8,
while Inprise/Borland's stock rose 15/16, or 7
percent, to 13 7/8.
The combined company, to be called Corel,
would step up its efforts to promote
Linux-based Internet software and operating
systems.
Linux is an "open" operating system that
allows programmers to develop their own
software without paying a licensing fee. It is
increasingly gnawing into Microsoft's
dominant position.
Corel's president, Michael Cowpland, said in a
statement that the acquisition would give the
companies "an extraordinary opportunity to
reach all facets of the exploding Linux
market."
Cowpland said in a conference call with
investors that Linux products accounted for
$3 million of fourth-quarter sales and
repeatedly compared that with sales of the
Linux darling Red Hat , whose stock trades
multiples higher, at 89.
Under the terms of the proposed deal,
Inprise/Borland shareholders will get 0.747
Corel common share for each of their own
shares based on Corel's closing price of $20 on
Friday. That would value Inprise/Borland at
$14.94 a share, although that valued slipped
to $14.29 a share in Monday morning's
trading.
The price Corel paid for Inprise/Borland
represents just a 15 percent premium from its
Friday price. Dale Fuller, Inprise/Borland
interim president and chief executive, reacted
to the relatively small premium, saying the
merger was of equals and shareholders would
be able to share in the growth of the
combined company.
The Corel chief executive will, in fact, take
the reins as chief executive of the new
company while Fuller will become chairman
of the board of directors. Corel shareholders
will retain 56 percent of the new company.
"With our combined base of 55 million
customers -- including small to medium
enterprise customers, desktop client
customers, and enterprise developers -- our
technologies will enable our customers to
migrate to Linux faster," said Dale Fuller,
Inprise/Borland's president.
Corel, known for WordPerfect and
CorelDraw, has been trying to change its
image and earnings outlook by transforming
itself into a Linux-based software company.
In the last year, Corel's stock has traded as
low as 2 and as high as 44 as investors have
wrestled with two images of the company -- a
software maker with declining sales or a
Linux operator in the rough.
Wayne Sheppard
"Carl Shoolman" <shoo...@rochester.rr.com> wrote in message
news:389F191B...@rochester.rr.com...
Mike Irwin [CTech]
--
Mike Irwin It's not because things are hard that we
[Volunteer CTech Sysop, don't dare them; it's because we don't
not a Corel employee] dare them that they are hard - Seneca.
Lance Leonard
Nah, a Timex/Sinclair...
Or a PET
Or maybe even an Osborne I...
Lisa?
CoCo?
-- L
Steve Caple
Dennis Santoro
Steve Caple wrote:
> TI-99
Lloyd Walters
corporate marriage ?
I seem to recall requests for Paradox on Linux being parried with "BDE
would need to be on Linux, and Corel don't own BDE". That excuse won't
work any more.
Lloyd
Lance Leonard
There's a lot of discussion in other threads posted since yesterday morning.
Check those out. (It'll save me from retyping all my thoughts on the
subject. <grin>
-- Lance
--
===========================================================
A. Lance Leonard "We can't solve problems by using
lleo...@alldev.com the same kind of thinking we used
Standard disclaimers!! when we created them." A. Einstein
===========================================================
Dennis Santoro
I posted this yesterday in the P9 newsgroup in response to the same
request. The questioner thought I would have insight because I was a
programmer which explains the first sentence.
I have also kept the earlier post attached as that was when I posted the
actual press release in case you are interested. There are other
interesting posts in that P9 thread so you may want to go check it out.
-------- repost from p9 NG -----------
Actually, I'm a business analyst/business owner (which is much worse in
many
folks eyes than a programmer <GG>). I do problem solving and that
frequently
involves database design and database programming. But that I am not
really a
programmer is why many of my posts are more conceptual than code based.
Nevertheless, in my business analyst mode, what the merger says to me is
that
Corel is taking 2 steps down a road they started quite some time ago.
First,
they strengthen their hand tremendously by having a set of tools that
scale from
linux desktop to server and integrate to Windows at all levels and have a
strong
presence in nTier development. (there is actually much more to be said
about
this) Second, they take Inprise off the table as an acquisition target for
a
strong competitor (read Red Hat) or someone who would like to kill it
(read Bill
Gates). So that strengthens their hand even without the cash or tools
infusion.
But to get back to the first point, while they may have some difficulty
integrating the pieces, the 2 companies have more synergy than just about
any
other 2 companies because of the wide range of products and the ongoing
relationship over BDE (and, some of us suspect, Interbase). So once the
merger
moves forward, if they do it right, we should see a company with a strong
cross
platform strategy (which Microsoft can't match without showing the
duplicitousness of their own reasoning and marketing) which includes
Linux,
Windows, Unix (various flavors) and Java. They have one of two (well
known)
office suites that run on both Win and Linux platforms, they have a
marketing
agreement with motherboard manufacturers which ships their Linux with new
computers regardless of whether windows is on them or not. And they have
WINE
which assists cross platform Win/Linux integration meaning you don't have
to
commit to them to try them out nor move all at once or even completely to
another OS if you don't want to. And they have a great price point which
for
small to medium size businesses is still a big plus. And they do not have
a
track record of forcing upgrades every time a new version comes out by
changing
file formats. Even the big shops don't like THAT aspect of MS but at least
they
can generally cope with the acquisition costs and upgrade costs. (As an
aside,
this is the big place where MS HURTS consumers, despite what they say, and
where
they suck productivity and investment out of the economy in unproductive
upgrade
expenditures. I'm surprised the DOJ didn't bring this up at trial)
So what do I THINK this means for Paradox (which was, after all, your real
question)? I think it means Paradox gets opened to a new market, becomes
more
robust, BDE either goes away or gets incorporated in ways that stop
causing the
problems we have had, and we get a code once, compile for the right OS and
it
runs system. As for Delphi and other tools, they stay what they have been;
good
IDE's which allow us to do things VB can't match and they stay well
integrated
with Paradox and the rest of the suite. In addition, as interbase moves
in-house, it can be even more tightly integrated. And since interbase is
designed as an embedded DB, it takes lots less administration than SQL
server,
Oracle, etc. So it adds a strong, integrated scalability component. We
also get
stronger CORBA links and better ability to exploit nTier architecture.
My guess is that hands are wringing in Redmond this morning. With good
reason.
But, to quote Dennis Miller, "That's just my opinion. I COULD be wrong."
Denn Santoro
President
Resource Development Associates
http://www.RDAWorldWide.Com
375 High Street
Rochester, MA 02770
(508) 295-7350
and
Waldweg 5
83512 Reitmehring
Germany
08071 924271
Providing solutions to health care, business, governments and non-profits
since
1982
Xavier Basora wrote:
> Dennis:
> You're a programmer, explain to me, ordinary user, the ramifications of
the
> Borland merger? Does it signify that Paradox has excellent prospects for
a
> long future? How will Delphi help Paradox programmers make better
databases?
>
> xavier
>
> Dennis Santoro wrote:
>
> > I thought you might all be interested in this. From all the
scuttlebutt
> > and the ties with BDE and interbase I can't say this surprises me at
> > all. Hey Dan, now you CAN take over development of the BDE if you
want!
> > Or at least make it integral enough to lose the "we have no control
over
> > the BDE" line. Cool.... (Note: There are 2 press releases below. One
on
> > the merger, the other on a live discussion of the merger for those
> > interested)
> >
> > Denn Santoro
> > President
> > Resource Development Associates
> > http://www.RDAWorldWide.Com
> > 375 High Street
> > Rochester, MA 02770
> > (508) 295-7350
> > and
> > Waldweg 5
> > 83512 Reitmehring
> > Germany
> > 08071 924271
> > Providing solutions to health care, business, governments and
> > non-profits since 1982
> >
> > Press release 1:
> > Corel - Inprise/Borland Merger to Create Linux Powerhouse: Will
Provide
> > Customers with Linux Operating System, Applications and Developer
Tools
> >
> > NEW YORK--(BUSINESS WIRE)--Feb. 7, 2000--Corel Corporation
(NASDAQ:
> > CORL)(TSE:COR.) and Inprise/Borland Corporation (NASDAQ: INPR) today
> > announced that they have entered into a definitive merger agreement.
> > Upon completion of the merger, the combined organization, called
Corel,
> > will be a Linux powerhouse, offering a single source for end-to-end
> > solutions featuring a range of productivity applications, development
> > tools, and professional services for all major platforms. The
valuation
> > for the entire transaction is approximately US$2.44 billion. Corel is
> > one of the world's largest developers of business productivity,
graphics
> > and operating systems solutions. Inprise/Borland Corporation is a
> > leading provider of Internet access infrastructure and application
> > development tools and services.
> >
> > In 1999, the two companies had total revenues of US$418 million
and
> > currently have over US$200 million in cash. The merger will be
accounted
> > for as a purchase transaction under Canadian GAAP and is expected to
be
> > accretive to Corel's cash earnings per share before the amortization
of
> > goodwill.
> >
> > The Agreement
> >
> > Upon completion of the merger, Inprise/Borland will operate as a
> > wholly-owned subsidiary of Corel. Dr. Michael Cowpland will remain as
> > President, CEO and a director of the corporation. Dale Fuller,
> > Inprise/Borland's interim President and CEO, will be appointed as
> > Chairman of Corel's Board of Directors. The operations of the combined
> > entity will be headquartered in Ottawa, with the Inprise/Borland
> > operations remaining in its current Silicon Valley locations. The
> > combined businesses will have a presence in over 100 countries.
> >
> > Under the terms of the agreement, Inprise/Borland shareholders
will
> > receive 0.747 Corel common shares for each share of Inprise/Borland
> > common stock held. As a result of the merger, Corel expects to issue
> > approximately 53.7 million common shares in the aggregate, in exchange
> > for Inprise/Borland's outstanding shares.
> >
> > Based on the closing price of US$20.00 per share of Corel as of
> > February 4, 2000, this represents a value of $14.94 per share of
> > Inprise/Borland, giving a US$2.44 billion valuation for the entire
> > transaction, on a fully diluted basis. Upon closing of the
transaction,
> > Inprise/Borland shareholders will own approximately 44 percent of
Corel,
> > with the balance being held by Corel's current shareholders. The
boards
> > of directors of both companies have approved the transaction.
> >
> > The Partners
> >
> > "With Inprise/Borland's leadership in the software development
> > community and Corel's Linux desktop operating system and productivity
> > applications, we have an extraordinary opportunity to reach all facets
> > of the exploding Linux market," said Corel president Michael Cowpland,
> > "This merger enables us to offer end-to-end product solutions and
global
> > support to all of our shared customers."
> >
> > "This is about responding to and leading the rapidly changing
face
> > of computing," said Inprise/Borland president Dale Fuller. "Mike and I
> > have a shared vision: To lead in the development of Linux and other
> > emerging technologies that will bridge and accelerate the value of the
> > Internet, to the world. Together, we're already well along this path.
> > With our combined base of 55 million customers - including small to
> > medium enterprise customers, desktop client customers, and enterprise
> > developers - our technologies will enable our customers to migrate to
> > Linux faster."
> >
> > The two companies share a dedication to innovation, high quality
> > products and services, and a commitment to providing solutions for the
> > Linux environment. With one of the largest teams of Linux developers,
> > the combined organization will be able to deliver more powerful
> > solutions faster.
> >
> > The merger will allow the combined companies to provide a roadmap
> > to the future by offering training, education, and migration paths so
> > customers can fully exploit the power of Linux-based Internet
solutions.
> > Both companies will also continue to provide support for open
standards,
> > ensuring compatibility across Linux, Windows and Solaris platforms and
> > applications.
> >
> > The combined businesses will benefit from shared resources in
> > research and development, sales and marketing, thus allowing the
> > combined Company to reduce expenses through the elimination of
> > duplicated resources in their global retail and corporate channels.
> >
> > The Move to Linux
> >
> > Linux is a powerful operating system that runs on hardware
ranging
> > from PCs and Macs to Alphas and more. Linux is being used by a
> > fast-growing number of programmers worldwide as a platform for running
> > Internet servers and software applications. International Data
> > Corporation (IDC), a Massachusetts-based industry research
organization,
> > forecasts that the Linux operating environment, including both client
> > and server, will grow at a compound annual rate of greater than 25
> > percent through 2003.
> >
> > Corel's work on the Linux operating system grew out of its
earlier
> > efforts developing software for the Unix operating system. With the
> > release of WordPerfect 8 for Linux in December 1998, Corel firmly
> > established itself as a leading software developer for the open source
> > operating system. Corel also developed the first Linux operating
system
> > (OS) built specifically for the desktop.
> >
> > Also a leading innovator for the Linux community, Inprise/Borland
> > provides the tools to create world-class enterprise applications for
the
> > Linux operating system. Most recently, Inprise/Borland announced a
free
> > download of JBuilder 3 Foundation, a pure Java development environment
> > for Linux; Kylix, planned to be one of the first rapid-application
> > development (RAD) tools for the Linux platform, is scheduled to be
> > available in mid-2000; and a free download of the Linux Just-In-Time
> > (JIT) compiler.
> >
> > The merger is subject to certain customary conditions, including
> > shareholder approval from Inprise/Borland and Corel, compliance with
the
> > Hart-Scott-Rodino Antitrust Improvements Act, and certain other
> > regulatory filings and approvals. The transaction is expected to close
> > in the late spring and is expected to be tax-free to Inprise/Borland
> > shareholders.
> >
> > Corel Corporation is an internationally recognized developer of
> > award-winning business productivity, graphics and operating system
> > solutions on the Windows(r), Linux(r), UNIX(r), Macintosh(r) and
> > Java(tm) platforms. Corel also develops market-leading, Web-based
> > solutions including applications, contents, e-commerce and online
> > services. For access to these services and more information go to
> > www.Corel.com or www.Corelcity.com. Corel is headquartered in Ottawa.
> > Corel's common stock trades on the NASDAQ Stock Market under the
symbol
> > CORL and on the Toronto Stock Exchange under the symbol COR.
> >
> > Inprise/Borland Corporation is a leading provider of Internet
> > access infrastructure tools and services for all major platforms,
> > including Linux, Solaris and Windows. Founded in 1983, Inprise/Borland
> > is headquartered in the Silicon Valley, California, with operations
> > worldwide. To learn more, visit Inprise/Borland at www.borland.com or
> > the community web site at http://community.borland.com or call the
> > company at (800) 632-2864.
> >
> > Press release 2:
> > Corel Media Alert
> >
> > OTTAWA--(BUSINESS WIRE)--Feb. 7, 2000--Corel Corporation
> > (NASDAQ:CORL)(TSE:COR.) and Inprise/Borland Corporation invite you to
> > join them for a teleconference today, February 7, at 11:30 am EST.
> > Senior management of both companies will discuss today's announcement
of
> > the Corel Inprise/Borland merger and follow with a question-and-answer
> > session for members of the press. The teleconference will feature Dr.
> > Michael Cowpland, Chairman, President and Chief Executive Officer of
> > Corel Corporation, and Dale Fuller, interim President and Chief
> > Executive Officer of Inprise/Borland Corporation.
> >
> > Should you wish to participate, please dial the teleconference
> > number (800) 230-1951 (U.S.) or +1 (612) 288-0340 (International)
> > approximately ten minutes before 11:30 am EST (New York City, USA). An
> > instant replay number will be provided for 7 days commencing two hours
> > after the end of the teleconference. The instant replay number is
(800)
> > 475-6701 (U.S.) or +1 (320) 365-3844 (International), pass code access
> > number 501365.
> >
> > Also available is a live, audio webcast, which can be accessed by
> > visiting www.corel.com or www.inprise.com. Webcast starts at 11:30
a.m.
> > EST Monday, February 7, 2000. RealPlayer(r) is required.
> >
> > CONTACT:
> >
> > Corel Corporation
> >
> > Stefania Allevato, 613/728-0826 (Ext. 5003)
> >
> > E-mail: stef...@corel.ca
> >
> > Website: www.corel.ca
> >
> > or
> >
> > Corel Corporation
> >
> > Ainley Marcinyk, 613/728-0826 (Ext. 1085)
> >
> > E-mail: ain...@corel.ca
> >
> > or
> >
> > Corel Corporation
> >
> > Daniela Gaudert, 613/728-0826 (Ext. 1333)
> >
> > E-mail: dani...@corel.ca
> >
> > or
> >
> > Corel Corporation
> >
> > John Hladkowicz, 613/728-0826 (Ext. 1194)
> >
> > 613-762-7835 (Cellular)
> >
> > E-mail: jo...@corel.ca
> >
> > or
> >
> > Corel Corporation
> >
> > Rachel Douglas, 613/728-0826 (Ext 1680)
> >
> > E-mail: rac...@corel.ca
> >
> > or
> >
> > TSI Communications
> >
> > Jacki Decoster, 650/635-0200 (Ext. 207)
> >
> > E-mail: Jdec...@tsicomm.com
> >
> > Website: www.tsicomm.com
> >
> > or
> >
> > TSI Communications
> >
> > Barbara Hagin, 650/635-0200 (Ext. 212)
> >
> > E-mail: Bha...@tsicomm.com
Dennis Santoro
Copy is Control + C. Paste is Control + V <GG>
Denn Santoro
President
Resource Development Associates
http://www.RDAWorldWide.Com
375 High Street
Rochester, MA 02770
(508) 295-7350
and
Waldweg 5
83512 Reitmehring
Germany
08071 924271
Providing solutions to health care, business, governments and non-profits since
1982
Lance Leonard wrote:
> Lloyd,
>
> There's a lot of discussion in other threads posted since yesterday morning.
> Check those out. (It'll save me from retyping all my thoughts on the
> subject. <grin>
>
> -- Lance
>
> Lloyd Walters wrote:
> >
> > Does anyone care to comment on the possible implications of this
> > corporate marriage ?
> >
> > I seem to recall requests for Paradox on Linux being parried with "BDE
> > would need to be on Linux, and Corel don't own BDE". That excuse won't
> > work any more.
> >
> > Lloyd
>
Lance Leonard
Yeah, but then you'd yell at me for wasting your connection $$'s. You've
already _read_ that post.
-- Lance
Dennis Santoro
Denn
Kasey Chang
another
company never did sit well with Corel. With BDE source code now
available,
Expect BDE 6.0 to run on Linux, WIN, and possibly other platforms (Mac?
Solarix?).
Who knows, maybe Corel will even consider OpenSource it just to spite
Microsoft!
Also, Borland/Inprise's Java technology and CORBA stuff is used by a lot
of
people. By controlling that, Corel has gained inroads to a developer's
market.
THe question then is, how are they doing to separate the consumer market
from
devleoper market?
Perhaps Corel should retain the Borland name and keep it as the
Developer
label, as it's well known, while keeping Corel as the consumer label.
Also, I can't get myself away from the idea of TWO version of Paradox...
A
consumer version and a full developer's version. :-)
Carl Shoolman wrote:
>
> [for personal use only]
>
> February 7, 2000
>
> Corel Purchases
> Inprise/Borland in $2.44
> Billion Stock Swap
>
> By KEVIN MAX
> NYTimes.com/TheStreet.com, 12:47 p.m.
>
> Corel said
> Monday
> that it would
> acquire
> software
> maker
> Inprise/Borland
> in a stock
> swap that
> companies
> valued at
> $2.44 billion,
> as it
> continues its
> march into
> the emergent
> Linux market.
>
> Investors reacted modestly to the deal. Corel's
> share retreated 1/8, or 1 percent, to 19 7/8,
> while Inprise/Borland's stock rose 15/16, or 7
> percent, to 13 7/8.
>
> The combined company, to be called Corel,
> would step up its efforts to promote
> Linux-based Internet software and operating
> systems.
>
> Linux is an "open" operating system that
> allows programmers to develop their own
> software without paying a licensing fee. It is
> increasingly gnawing into Microsoft's
> dominant position.
>
> Corel's president, Michael Cowpland, said in a
> statement that the acquisition would give the
> companies "an extraordinary opportunity to
> reach all facets of the exploding Linux
> "With our combined base of 55 million
> customers -- including small to medium
> enterprise customers, desktop client
> customers, and enterprise developers -- our
> technologies will enable our customers to
Lance Leonard
Y'know; that's not a bad idea...
-- Lance
Dan Alder (Corel Corporation)
that does both.... <gdrvvvvf>
--D
--
Dan Alder
Product Development Manager - Paradox
The free Corel® LINUX® OS Download is NOW available! Check it out at
http://linux.corel.com
"Dennis Santoro" <RDA...@aol.com> wrote in message
news:38A03F09...@aol.com...
> Hey Lance,
>
> Copy is Control + C. Paste is Control + V <GG>
>
> Denn Santoro
Lance Leonard
Nah! Let MS do it; it'll show up in the next service pack.
-- Lance
Dennis Santoro
settings, our display format, etc. Oh no, wait, that was string dates wasn't
it?!?!?!
<GGGG>
Denn Santoro
President
Resource Development Associates
http://www.RDAWorldWide.Com
375 High Street
Rochester, MA 02770
(508) 295-7350
and
Waldweg 5
83512 Reitmehring
Germany
08071 924271
Providing solutions to health care, business, governments and non-profits since
1982
"Dan Alder (Corel Corporation)" wrote:
> 'course, knowing you this group, you'll all be asking for a single keystroke
> that does both.... <gdrvvvvf>
>
> --D
>
> --
> Dan Alder
> Product Development Manager - Paradox
>
> The free CorelŽ LINUXŽ OS Download is NOW available! Check it out at
Curtis Gibson
Wayne Sheppard wrote:
> Are you posting from a VIC-20?? ;>
>
> "Carl Shoolman" <shoo...@rochester.rr.com> wrote in message
> news:389F191B...@rochester.rr.com...
> >