Davis Polk & Wardwell LLP is advising Vector Capital on an all-cash tender offer made by its affiliate, Corel Holdings, L.P., for all of the outstanding publicly held common shares of Corel Corporation that Corel Holdings does not already own at $3.50 per share. Corel Holdings currently owns approximately 68% of all outstanding shares of Corel Corporation.

Based in San Francisco, California, Vector Capital is a leading private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Based in Ottawa, Ontario, Canada, Corel Corporation is a leading provider of digital media, graphics and office productivity software with more than 100 million active users in over 75 countries.

The Davis Polk corporate team includes partners Martin A. Wellington and Francis S. Currie and associates Sam Kelso, Zachary Patton, Caroline J. Perry, Shan Jiang and Tyler P. Pender (not yet admitted). Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice, partner Bjorn Bjerke of the New York office is advising with respect to Corel's credit facility, counsel Stephen M. Pepper of the New York office is providing antitrust advice, and counsel Cynthia Akard is providing benefits advice. Jessica L. Talbot is the legal assistant on the transaction. Except as noted above, all members of the Davis Polk team are based in the Menlo Park office.