Novell signs definitive agreement with AT&T for acquisition of UNIX System Laboratories

February 16, 1993

Provo, Utah -- (Business Wire ) -- Novell Inc. (NASDAQ:NOVL) Tuesday announced the signing of a definitive agreement with AT&T for the acquisition of UNIX System Laboratories, developer of the UNIX operating system.

The definitive agreement has been approved by the boards of directors of both Novell and AT&T, and follows the letter of intent signed by the two companies on Dec. 20, 1992.

Under the terms of the agreement, existing shares of USL common stock will be exchanged for up to 12.3 million shares of Novell common stock in a tax-free merger accounted for as a purchase. Novell will issue approximately 11.1 million shares of common stock to the current non-Novell USL shareholders.

In addition outstanding USL stock options and other equity incentives will be exchanged for Novell stock, or options, or rights to acquire shares of Novell stock, all in accordance with the terms of the definitive agreement.

Completion of the acquisition still requires regulatory approvals, a shareholder vote and other normal conditions to closing. AT&T owns approximately 77 percent of the outstanding shares of USL. Novell currently holds approximately 5 percent of USL's outstanding stock, and 11 other investors hold approximately 18 percent.

USL develops and markets the UNIX System V operating system, the TUXEDO Enterprise Transaction Processing System, the C++ Programming Language System and other standards-based system software products to the worldwide computer industry. USL also provides education and management consulting for UNIX systems and related technologies.

Novell Inc. is an operating system software company and developer of network services and specialized and general purpose operating system products, including NetWare, UnixWare and DR DOS. Novell's NetWare network computing products manage and control the sharing of services, data and applications among computer workgroups, departmental networks and across business-wide information systems.

CONTACT: Novell, San Jose Sharon Cornelious, 408/473-8657 16:04 ET FEB 16, 1993

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