Date: Mon, 07 Feb 2000 08:53:27 -0500
From: Judith O'Brien <juditho@corel.ca>
To: Jonathan Corbet <corbet@eklektix.com>
Subject: Corel and Inprise/Borland to merge into Linux powerhouse

Corel – Inprise/Borland Merger to Create Linux Powerhouse
Will Provide Customers with Linux Operating System, Applications and
Developer Tools

New York, February 07, 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.

Media Alert

Corel Corporation 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® is required.



--
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http://linux.corel.com