Attachmate Corporation to Acquire Novell, Inc.
HOUSTON – November 22, 2010 – Attachmate Corporation today announced the signing
of a definitive agreement to acquire, upon closing, Novell, Inc. (NASDAQ: NOVL)
for a purchase price of $6.10 per common share in cash. The transaction is valued
at approximately $2.2 billion. Novell, a leader in intelligent workload management,
helps organizations securely deliver and manage computing services across physical,
virtual and cloud computing environments through solutions for identity and security,
systems management, collaboration and Linux based operating platforms.
Attachmate Corporation is owned by an investment group led by Francisco Partners,
Golden Gate Capital and Thoma Bravo. As part of the transaction, Elliott Management
Corporation, one of Novell's largest shareholders, will become an equity shareholder
in Attachmate Corporation. Upon close, Attachmate Corporation will manage a brand
portfolio consisting of Attachmate®, NetIQ®, Novell® and SUSE®.
"This acquisition will add significant assets to our current portfolio holdings
and the Novell and SUSE brands will allow us to deliver even more value to customers,"
said Jeff Hawn, chairman and CEO of Attachmate Corporation. "We have great respect
for Novell's business, its employees and its commitment to customers. Moreover,
we look forward to maintaining and further strengthening Novell and SUSE solutions
to meet market demands."
"We 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 history of innovation and market leadership," said Ron Hovsepian, president
and CEO of Novell. "Novell, SUSE, Attachmate and NetIQ have complementary product
portfolios and many shared customers. We are pleased that Attachmate has committed
to building on the strengths of the Novell and SUSE brands to address customer needs."
"We are pleased to be supporting this important business combination," commented
David Golob, partner at Francisco Partners. "The broad portfolio of products and
technologies gives Attachmate Corporation the ability to deliver comprehensive solutions
ranging from information security to cloud computing for the benefit of leading
enterprises globally."
"From our perspective, we believe there is great opportunity to build upon Novell's
established record of innovation and impressive technology," commented Prescott
Ashe, managing director, Golden Gate Capital. "This is consistent with our charter
to partner with world-class management teams to make equity investments where there
are demonstrable opportunities to significantly enhance company value."
"Elliott is pleased to have been a major catalyst in this transaction, enabling
Novell's shareholders to realize substantial shareholder value," said Jesse A. Cohn,
portfolio manager at Elliott Management. "Novell has a robust product set that we
believe will create a significant value opportunity as part of the Attachmate Corporation
portfolio of products."
The transaction is currently expected to close in the first quarter of 2011 and
is subject to customary closing conditions including antitrust clearance, Novell
stockholder approval and certain other regulatory approvals and closing conditions.
The transaction is also conditioned upon the concurrent closing of Novell's planned
sale of certain intellectual property assets to CPTN Holdings LLC.
Credit Suisse and RBC Capital Markets are acting as financial advisors and Jones
Day is acting as legal advisor to Attachmate Corporation. Financing is being provided
by Credit Suisse, RBC Capital Markets, Goldman Sachs and Citadel Securities. J.P.
Morgan is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as legal counsel to Novell. Paul, Weiss, Rifkind, Wharton & Garrison
LLP advised Elliott Management on the transaction.
About Attachmate Corporation
Attachmate Corporation, owned by an investment group led by Francisco Partners,
Golden Gate Capital and Thoma Bravo, enables IT organizations to extend mission
critical services and assures they are managed, secure and compliant. Principal
holdings include Attachmate (www.attachmate.com) and NetIQ (www.netiq.com).
About Novell
Novell, Inc. (NASDAQ: NOVL), a leader in Intelligent Workload Management, helps
organizations securely deliver and manage computing services across physical, virtual
and cloud computing environments. Novell helps customers reduce the cost, complexity,
and risk associated with their IT systems through our solutions for identity and
security, systems management, collaboration and Linux based operating platforms.
With its infrastructure software and ecosystem of partnerships, Novell integrates
mixed IT environments, allowing people and technology to work as one. For more information,
visit www.novell.com.
Forward-Looking Statements
This communication, and all oral statements made regarding the subject matter of
this communication contain forward-looking statements. These statements are based
on the current expectations and beliefs of Attachmate Corporation and are subject
to a number of risks, uncertainties and assumptions that could cause actual results
to differ materially from those described in the forward-looking statements. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements. Among others, the following risks, uncertainties
and other factors could cause actual results to differ materially from those set
forth in the forward-looking statements: (i) the risk that the proposed sale of
certain intellectual property assets and the proposed merger may not be consummated
in a timely manner, if at all; (ii) failure of Attachmate Corporation to obtain
the necessary financing to complete the merger; and (iii) risks related to obtaining
the requisite consents to the sale of certain intellectual property assets and the
merger, including, without limitation, the timing (including possible delays) and
receipt of regulatory approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these approvals) and the risk
that one or more governmental entities may deny approval. Attachmate Corporation
and Novell expressly disclaim any obligation or undertaking to update or revise
any forward-looking statements contained herein to reflect any change of expectations
with regard thereto or to reflect any change in events, conditions, or circumstances
on which any such forward-looking statement is based, in whole or in part.
Additional Information and Where To Find It
In connection with the proposed merger, Attachmate Corporation expects that Novell
will file relevant materials with the SEC, including a proxy statement. Investors
and security holders of Novell are urged to read the proxy statement and other documents
filed with the SEC, if and when they become available, as well as any amendments
or supplements to those documents, because they will contain important information
about Attachmate Corporation and Novell, the proposed merger and the parties to
these proposed transactions. Investors and security holders may obtain these documents
(and any other documents filed by Novell or Attachmate Corporation with the SEC)
when they become available, free of charge at the SEC's website at www.sec.gov.
In addition, the documents filed with the SEC by Novell may be obtained free of
charge by directing such request to Rob Kain, VP, Treasurer (rkain@novell.com) or
from the investor relations website portion of Novell's website at www.novell.com/company/ir/.
Investors and security holders are urged to read the proxy statement and the other
relevant materials when they become available before making any voting or investment
decision with respect to the proposed merger and related transactions.
Attachmate Corporation, Novell and their respective directors and executive officers
may be deemed, under the SEC rules, to be participants in the solicitation of proxies
from the shareholders of Novell in favor of the merger. Investors and security holders
may obtain information regarding the identity of such persons and a description
of their direct and indirect interests in the proposed merger by reading the proxy
statement regarding the proposed merger when it becomes available.