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From: SCO Information <i...@sco.com>
Subject: CALDERA SYSTEMS TO ACQUIRE SCO SERVER SOFTWARE AND PROFESSIONAL 
SERVICES DIVISIONS, PROVIDING WORLD'S LARGEST LINUX /UNIX CHANNEL 
Date: 2000/08/02
Message-ID: <20000802141420.D12914@sco.com>
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 FOR IMMEDIATE RELEASE 
 
 CALDERA SYSTEMS TO ACQUIRE SCO SERVER SOFTWARE AND PROFESSIONAL SERVICES
 DIVISIONS, PROVIDING WORLD'S LARGEST LINUX /UNIX CHANNEL 
 Offers First Open Internet Platform, Embracing Open Access to Linux and UNIX
 Technologies
 
 OREM, UT - August 2, 2000 - Caldera Systems, Inc., (Nasdaq: CALD), a "Linux for
 Business" leader and The Santa Cruz Operation, Inc., (SCO) (Nasdaq: SCOC), the
 world's leading provider of UNIX operating systems, today announced that
 Caldera Systems has entered into an agreement to acquire the SCO Server
 Software Division and the Professional Services Division. The Professional
 Services Division will operate as a separate business unit of Caldera, to
 provide services to meet the Internet and eBusiness infrastructure needs of
 customers. 
 
 The new company will offer the industry's first comprehensive Open Internet
 Platform (OIP) combining Linux and UNIX server solutions and services globally.
 The OIP provides commercial customers and developers with a single platform
 that can scale from the thinnest of clients to the clustering needs of the
 largest data center. 
 
  The Open Internet Platform combines the robust scalability of the UNIX system
 with the low-cost, developer-accepted Linux operating system. The products,
 solutions, and services developed for the Open Internet Platform will be
 available through more than 15,000 partners worldwide. 
 
 Details of the Agreement 
 
 Caldera Systems, Inc. will form a new holding company, Caldera, Inc., to
 acquire assets from the SCO Server Software Division plus the SCO Professional
 Services Division, including a highly skilled workforce, products and channel
 resources. Caldera, Inc. will have exclusive distribution rights for the SCO
 OpenServer product line, and is fully committed to servicing and supporting the
 SCO OpenServer customer base. 
 
  SCO will receive 28% of Caldera, Inc., which is estimated to be an aggregate
 of approximately 17.54 million shares of Caldera stock (including approximately
 2 million shares reserved for employee options assumed by Caldera for options
 currently held by SCO employees joining Caldera), and $7 million in cash. In
 conjunction with the acquisition, The Canopy Group, Inc., a major stockholder
 of Caldera Systems, Inc., has agreed to loan $18 million to SCO. SCO will
 retain its Tarantella Division, and the SCO OpenServer revenue stream and
 intellectual properties. Revenues for SCO OpenServer were $11.1 million in Q3
 of FY2000. Net proceeds to SCO after expenses will be approximately 55% of
 future SCO OpenServer revenues. The investment banking firms of Chase H&Q and
 Broadview respectively, assisted SCO and Caldera Systems, Inc., in evaluting
 this acquisition. 
 
 Caldera, Inc. will be headquartered in Orem, Utah, with locations worldwide.
 The boards of directors of both companies have unanimously approved the
 acquisition which is subject to the approval of Caldera Systems, Inc. and The
 Santa Cruz Operation, Inc. stockholders, and regulatory agencies, as well as
 meeting certain other closing conditions. The companies anticipate closing the
 transaction during October, 2000. 
 
 Following the completion of the acquisition, Ransom Love, current president and
 CEO of Caldera Systems, Inc. will become CEO of Caldera, Inc., and David
 McCrabb, current president of the SCO Server Software Division, will become
 president and COO of Caldera, Inc. Jim Wilt, current president of the SCO
 Professional Services Division will become president of the newly formed
 Caldera Services Division. Doug Michels, president and CEO of The Santa Cruz
 Operation, Inc., will join the Caldera, Inc. board of directors. SCO will also
 appoint a second representative to the board of Caldera, Inc. 
 
 Industry Impact 
 
 "This acquisition is an industry-changing event that puts Caldera front and
 center as the answer to the enterprise question," said Ransom Love, President
 and CEO of Caldera Systems, Inc. "Caldera will further broaden and validate
 both the Linux and UNIX industries and communities, by providing open access to
 its unified Linux and UNIX technologies, and by offering support, training and
 professional services to customers worldwide. Caldera is fully committed to
 supporting and servicing the SCO OpenServer and UnixWare communities." 
 
 Together, technologies from Caldera Systems and the SCO Server Software and
 Professional Services Divisions will provide enterprise-class solutions with
 worldwide support and distribution infrastructure. 
 
 "The new company will be a very strong entity that we believe will compete
 successfully on a worldwide basis, "said David McCrabb, president of the SCO
 Server Software Division.  "Caldera, Inc. will incorporate a worldwide network
 of sales and support offices, a strong commercial UNIX system business, and a
 rapidly growing open source company. This combination will be a force to
 contend with in the worldwide market for Internet solutions on high volume
 platforms." 
 
  "Businesses implementing eBusiness or other Internet based customer
 interaction systems will benefit greatly from the Open Internet Platform," said
 Jim Wilt, president of the SCO Professional Services Division. "Linux and UNIX
 technologies are cornerstones providing solutions to problems that businesses
 face every day." 
 
 "This transaction enables us to invest in the exciting growth opportunities we
 see for Tarantella," said Doug Michels, CEO of The Santa Cruz Operation, Inc.
 "This growth is fueled by increasing business use of the Internet, by the
 continued attractiveness of thin-client computing, and by the accelerating
 adoption of the Application Service Provider (ASP) business model." 
 
 Forum2000 
 
 Caldera Systems will join SCO in hosting Forum2000, to be held August 20-23, at
 the University of California, Santa Cruz. At the event, Caldera plans to unveil
 their updated product offering. For more information visit
 www.sco.com/forum2000. 
 
 Caldera and Open Source 
 
 Caldera Systems is a leader in - and supporter of - the Open Source movement. 
 Please visit www.openlinux.org to download Caldera Systems' technologies that
 have been open-sourced-including but not limited to-LIZARD, Caldera Open
 Administration System (COAS), Webmin, OpenSLP, the NetWare Kernel File System
 (NKFS) and the OpenLinux 2.2 port for Sun's SPARCTM? and UltraSPARCTM?-based
 platforms. 
 
 Caldera Systems, Inc. 
 Caldera Systems, Inc. (Nasdaq: CALD) is a "Linux for eBusiness" technology
 leader in developing and marketing successful Linux-based business solutions,
 including its award-winning OpenLinux, NetWare for Linux, Linux technical
 training, certification and support-with free 30-day phone support and on-site
 consulting. Caldera OpenLearning Providers offer exceptional
 distribution-neutral Linux training and certification based on Linux
 Professional Institute (LPIT) certification standards. Caldera Systems supports
 the open source community and is a leader in, and advocate of Linux Standard
 Base (LSBd) and LPIT. 
 Caldera, Inc. was co-founded in 1994 by Ransom Love. Caldera Systems, Inc. was
 founded by Ransom Love in 1998 to develop Linux-based business solutions. Based
 in Orem, UT, Caldera Systems has offices and 800+ resellers worldwide. For more
 information, see www.calderasystems.com or in the US call 888-GO-Linux
 (888-465-4689). 
 
 About SCO 
 SCO is a global leader in server-based software for networked business
 computing. SCO is the world's number one provider of UNIX server operating
 systems, and the leading provider of network computing software that enables
 clients of all kinds--including, PCs, graphical terminals, NCs, and other
 devices - to have webtop access to business-critical applications running on
 servers of all kinds. 
 SCO designed Tarantella web-enabling software, the world's first web-enabling
 software for network computing. SCO sells and supports its products through a
 worldwide network of distributors, resellers, systems integrators, and OEMs.
 For more information, see SCO's home page at: www.sco.com 
 
 Caldera is a registered trademark of Caldera Systems, Inc. All other products,
 services, companies, events and publications are trademarks, registered
 trademarks or servicemarks of their respective owners in the U.S. and/or other
 countries. 
 
 SCO, The Santa Cruz Operation, the SCO logo, the Tarantella logo, Tarantella,
 UnixWare, and SCO OpenServer are trademarks or registered trademarks of The
 Santa Cruz Operation, Inc. in the USA and other countries. UNIX is a registered
 trademark of The Open Group in the US and other countries. All other brand or
 product names are or may be trademarks of, and are used to identify products or
 services of, their respective owners. 
 
 LINUX is a registered trademark of Linus Torvalds. 
 
 Press Note: 
 Mr. Love and Mr. Michels will discuss the acquisition with the media on a
 conference call beginning at 1:30 p.m. EST.  To participate in the call, please
 contact the press references listed below. 
 
 Forward Looking Statements 
 
 Cautionary Note Regarding Forward-Looking Statements under the Private
 Securities Litigation Reform Act of 1995: Information in this release that
 involves Caldera's, SCO's and, assuming the (Acquisition) of the SCO Server
 Software and Professional Services Divisions (the Acquisition) is completed,
 the combined companies' expectations, beliefs, hopes, plans, intentions or
 strategies regarding the future are forward-looking statements that involve
 risks and uncertainties. These statements include statements about Caldera's,
 SCO's and the combined companies' strategies in the marketplace, their market
 positions and their relationships with customers. 
 
 All forward-looking statements included in this release are based upon
 information available to Caldera and SCO as of the date of the release, and
 neither Caldera, SCO nor the combined companies assume any obligation to update
 any such forward-looking statement. These statements are not guarantees of
 future performance and actual results could differ materially from current
 expectations. Factors that could cause or contribute to such differences
 include, but are not limited to 1) the potential disruption of Caldera's and 
 SCO's businesses that might result from employee or customer uncertainty, and
 lack of focus following announcement of the Acquisition in connection with
 integrating the operations of Caldera and SCO; 2) product integration risk due
 to overlapping products and technologies; 3) the possibility that the
 transactions described herein might not be consummated; 4) the effects of the
 public announcement of the Acquisition on Caldera's and SCO's stock prices,
 their sales and operating results, their ability to attract and retain key
 personnel and the progress of certain of their development projects; 5) the
 risk that the announcement of the Acquisition could result in decisions by
 customers to defer purchases of products of Caldera or SCO; 6) the substantial
 charges to be incurred due to the Acquisition, primarily in the first and
 second quarters of the year; 7) the risk that redundancy in staffing and
 infrastructure could reduce efficiency and increase costs; 8) the difficulties
 of managing geographically dispersed operations; and 9) the risk that other
 benefits sought to be achieved by the Acquisition will not be achieved.  These
 and other factors are risks associated with Caldera's and SCO's businesses that
 may affect their operating results and are discussed in SCO's Annual Report on
 Form 10-K for the fiscal year ended September 30, 1999 filed with the
 Securities and Exchange Commission ("SEC") on December 28, 1999 and Caldera's
 and SCO's quarterly reports on Form 10-Q filed with the SEC. 
 
 Additional Information and Where to Find It:  It is expected that Caldera will
 file a Registration Statement on SEC Form S-4 and Caldera and SCO will file a
 Joint Proxy Statement/Prospectus with the SEC in connection with the
 Acquisition, and that Caldera and SCO will mail a Joint Proxy
 Statement/Prospectus to stockholders of Caldera and SCO containing information
 about the Acquisition.  Investors and security holders are urged to read the
 Registration Statement and the Joint Proxy Statement/Prospectus carefully when
 they are available.  The Registration Statement and the Joint Proxy
 Statement/Prospectus will contain important information about Caldera, SCO, the
 Acquisition, the persons soliciting proxies relating to the Acquisition, their
 interests in the Acquisition, and related matters.  Investors and security
 holders will be able to obtain free copies of these documents through the
 website maintained by the SEC at http://www.sec.gov.  Free copies of the Joint
 Proxy Statement/Prospectus and these other documents may also be obtained from
 Caldera by directing a request through the Investors Relations portion of
 Caldera's Web site at http://www.caldera.com or by mail to Caldera Systems,
 Inc., 240 West Center Street, Orem, Utah  84057, attention:  Investor
 Relations, telephone (801) 765-4999; or from SCO by directing a request through
 the Investors Relations portion of SCO's Web sit at http://www.sco.com or by
 mail to The Santa Cruz Operation, Inc., 425 Encinal Street, Santa Cruz,
 California 95061, attention:  Investor Relations, telephone (831) 427-7399. 
 
 In addition to the Registration Statement and the Joint Proxy
 Statement/Prospectus, Caldera and SCO file annual, quarterly and special
 reports, proxy statements and other information with the SEC.  You may read and
 copy any reports, statements or other information filed by Caldera or SCO at
 the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
 20549 or at any of the SEC's other public reference rooms in New York, New York
 and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
 information on the public reference rooms. 
 
 Caldera's and SCO's filings with the SEC are also available to the public from
 commercial document-retrieval services and at the Web site maintained by the
 SEC at http://www.sec.gov. 
 
 Participants in Solicitation:  Caldera, its directors, executive officers and
 certain other members of management and employees may be soliciting proxies
 from Caldera stockholders in favor of the issuance of common stock in the
 Acquisition.  Information concerning the participants in the solicitation is
 set forth in a Current Report on Form 8-K filed by Caldera on August 2, 2000. 
 
 Press ONLY Contacts: 
 Nancy Pomeroy 
 Caldera Systems, Inc. 
 Phone: (801) 765-4999 ext. 304 
 Fax: (801) 765-1313 
 Email: na...@calderasystems.com 
 
 Jan Tarzia 
 The Santa Cruz Operation, Inc. 
 Phone: (831)427-7221 
 Fax: (831) 427-5418 
 Email: j...@sco.com