|
Novell Agrees to be Acquired by Attachmate Corporation |
|
|
|
|
Monday, 27 December 2010 |
 Novell, Inc. (NASDAQ: NOVL), the leader in intelligent workload
management, today announced that it has entered into a definitive merger
agreement under which Attachmate Corporation would acquire Novell for
$6.10 per share in cash in a transaction valued at approximately $2.2
billion. Attachmate Corporation is owned by an investment group led by
Francisco Partners, Golden Gate Capital and Thoma Bravo. Novell also
announced it has entered into a definitive agreement for the concurrent
sale of certain intellectual property assets to CPTN Holdings LLC, a
consortium of technology companies organized by Microsoft Corporation,
for $450 million in cash, which cash payment is reflected in the merger
consideration to be paid by Attachmate Corporation.
The $6.10 per share consideration represents a premium of 28% to
Novell's closing share price on March 2, 2010, the last trading day
prior to the public disclosure of Elliott Associates, L.P.'s proposal
to acquire all of the outstanding shares of Novell for $5.75 per share
and a 9% premium to Novell's closing stock price on November 19, 2010.
"After a thorough review of a broad range of alternatives to
enhance stockholder value, our Board of Directors concluded that the
best available alternative was the combination of a merger with
Attachmate Corporation and a sale of certain intellectual property
assets to the consortium," said Ron Hovsepian, president and CEO of
Novell. "We are pleased that these transactions appropriately recognize
the value of Novell's relationships, technology and solutions, while
providing our stockholders with an attractive cash premium for their
investment."
Mr. Hovsepian continued, "We also believe the transaction with
Attachmate Corporation will deliver important benefits to Novell's
customers, partners and employees by providing opportunities for
building on Novell's brands, innovation and market leadership."
"We are very excited about this transaction as it greatly
complements our existing portfolio," said Jeff Hawn, chairman and CEO
of Attachmate Corporation. "Novell has an established record of
innovation, impressive technology and brand assets, and a leading
ecosystem of partnerships and talented employees. The addition of
Novell to our Attachmate and NetIQ businesses will enhance the spectrum
of solutions we can offer to customers. We fully support Novell's
commitment to its customers and we look forward to continuing to invest
for the benefit of Novell's customers and partners."
Attachmate Corporation plans to operate Novell as two business
units: Novell and SUSE; and will join them with its other holdings,
Attachmate and NetIQ.
Attachmate Corporation's acquisition of Novell is subject to
customary closing conditions, including regulatory approvals and
clearance under the Hart-Scott-Rodino Act, and is also conditioned upon
the closing of the proposed sale of certain intellectual property
assets to CPTN Holdings LLC. In addition, the transaction is subject to
approval by Novell's stockholders. The sale of the intellectual
property assets to the consortium is subject to customary closing
conditions, including regulatory approvals and clearance under the
Hart-Scott-Rodino Act, and is also conditioned upon the closing of the
merger with Attachmate Corporation. Novell currently expects these
transactions to close in the first quarter of 2011.
J.P. Morgan is serving as financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor to Novell.
Credit Suisse and RBC Capital Markets are serving as financial advisors
and Jones Day is acting as legal advisor to Attachmate Corporation.
|
