November 22, 2010
HOUSTON, November 22, 2010 -- Attachmate Corporation today announced the signing of a definitive agreement to acquire, upon closing, Novell, Inc. 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).
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.
Source: Novell, Inc.
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