Vector Capital’s SafeNet is a direct competitor of Aladdin.  Aladdinsaid its Board of Directors is reviewing the proposal in consultationwith independent advisors and will inform Aladdin’s stockholders of itsposition.

The company also said it is committed to enhancing shareholder valueand is continuing to implement its strategic plan.  It noted thisincludes organic growth as well as complementary acquisitions, two ofwhich were announced this past month to strengthen its portfolio of ITsecurity offerings and increase our global brand recognition.  CreditSuisse is serving as financial advisors to Aladdin, while Kramer LevinNaftalis & Frankel LLP is serving as U.S. legal counsel; andHerzog, Fox & Ne’eman is serving as Israeli counsel to Aladdin.

The company has not said at what price the offer came in at nor givenany hint of what the alternative transaction terms would be.  Shareswere halted ta $11.53 before being halted, and the 52-week tradingrange is $8.29 to $26.94.  Its market cap based upon the halt price is$160 million.

If Vector Capital sounds familiar, it is the same one who recently wasinvolved with the Corel (NASDAQ: CREL) acquisition which was just called off.  We’d also note that Vector Capital had also attempted toacquire Captaris, Inc. (NASDAQ: CAPA), which also didn’t go through. 

Whether or not this occurs is subject to what the companies and holders decide, so we don’t want to imply that this cannot happen.  Just keep in mind that an initial offer with unknown terms isn’t an a sure bet.

JON C. OGG
August 20, 2008

The Vector affiliate has proposed to make an offer to acquire all of Corel’s outstanding shares that it currently does not hold at a price of $11.00 cash per share in US Dollars.  We would note that before the stock was halted, shares were trading at $10.80 and the stock has a 52-week trading range of $6.94 to $14.37.  Vector has stipulated that the offer would be conditional upon satisfactory confirmatory due diligence and Corel’s existing credit facility remaining in place following the consummation of any transaction, among other things.

Corel’s Board of Directors has formed a Special Committee of independent members of the Board consisting of Ian Giffen, Steven Cohen and Daniel Ciporin.  The group will assist in evaluating and responding to the proposal and other related strategic considerations.  Corel said it will not provide further comments at this time but will provide updates as further information becomes available. There is also the pre-packaged statement that there can be no assurance that a transaction will be completed or, if completed, of its terms, price or timing.

We frequently cover such issues around private offerings, management buyouts, private equity and more in our open email distribution list where we preview certain issues that will be in our twice-monthly Special Situation newsletter for our our subscribers.

Corel is a leading developer of graphics productivity and digital media software whose offerings include WordPerfect, CorelDraw, Painter, and more.  We’d also note that Vector Capital recently had attempted to acquire Captaris, Inc. (NASDAQ: CAPA).  That was one we covered as having not gone through today. 

If you look above at the buyout offer versus where this one has traded, it doesn’t look like this deal is an assured slam dunk that will be approved.  That answer won’t be known until the firm makes a response.

Jon C. Ogg
March 28, 2008

Jon Ogg produces the Special Situation Investing Newsletter and he can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.