SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.1
)*
Novell,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
670006105
(CUSIP
Number)
Stephen
M. Schultz, Esq.
Kleinberg,
Kaplan, Wolff & Cohen, P.C.
551
Fifth Avenue, New York, New York 10176
Tel: (212)
986-6000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 1,
2010
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see
the
Notes
).
1.
NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
[x]
(b)
[ ]
3.
SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF
LEGAL PROCEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6.
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
11,894,134
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
11,894,134
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
11,894,134
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*
[
]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.4%
14.
TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.
NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
Elliott
International, L.P.
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
[x]
(b)
[ ]
3.
SEC USE ONLY
4. SOURCE OF
FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF
LEGAL PROCEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6.
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands, British West
Indies
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
12,805,866
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
12,805,866
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
12,805,866
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*
[
]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.7%
14.
TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.
NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
Elliott
International Capital Advisors Inc.
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
[x]
(b)
[ ]
3.
SEC USE ONLY
4. SOURCE OF
FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEDINGS IS
REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6.
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
12,805,866
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
12,805,866
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
12,805,866
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*
[
]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.7%
14.
TYPE OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of the common stock, $0.10 par
value (the "Common Stock"), of Novell, Inc. (the "Issuer"), beneficially owned
by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively,
"Elliott"), Elliott International, L.P. ("Elliott International") and Elliott
International Capital Advisors, Inc. ("EICA")(collectively, the "Reporting
Persons") as of March 2, 2010 and amends and supplements the Schedule 13D filed
on February 12, 2010 (collectively, the "Schedule 13D"). Except as
set forth herein, the Schedule 13D is unmodified.
Elliott individually beneficially owns
11,894,134 shares of Common Stock, which constitute 3.4
%
of all of the outstanding
shares of Common Stock. The 11,894,134 shares of Common Stock owned
by Elliott are owned through The Liverpool Limited Partnership, a Bermuda
limited partnership (“Liverpool”), which is a wholly-owned subsidiary of
Elliott.
Elliott International and EICA
beneficially own an aggregate of 12,805,866 shares of Common Stock, which
constitute 3.7
%
of all
of the outstanding shares of Common Stock.
Collectively, Elliott, Elliott
International and EICA beneficially own 24,700,000 shares of Common Stock
constituting 7.1% of all of the outstanding shares of Common Stock.
ITEM
4.
Purpose of
Transaction.
Item
4 of this Schedule 13D is supplemented by the
following:
|
On March 2, 2010, the Reporting Persons
sent a letter to the Issuer’s Board of Directors (the “March 2 Letter”)
proposing to acquire all of the Issuer’s outstanding shares of Common Stock for
a cash price of $5.75 per share, which values the Issuer’s equity at
approximately $2.0 billion. The Reporting Persons stated in the
letter that this price represents a premium of 49% over the Issuer’s current
enterprise value and 77% over the Issuer’s 90-day volume-weighted average
enterprise value. The Reporting Persons further stated in the letter
that this offer price represents a premium of 115% over the Issuer’s enterprise
value on January 4, 2010, the last trading day before the Reporting Persons
commenced actively acquiring the Issuer’s Common Stock. The Reporting
Persons’ proposal is subject to a confirmatory due diligence review of the
Issuer and negotiation of definitive documentation.
The above description of the March 2
Letter is qualified in its entirety by the March 2 Letter, a copy of which is
attached hereto as Exhibit B and is incorporated herein by
reference.
ITEM
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the
Issuer.
|
Elliott (through Liverpool) and Elliott
International have entered into notional principal amount derivative agreements
(the “Derivative Agreements”) with respect to
2,040,800
and
3,061,200
shares of Common Stock of the Issuer,
respectively (representing an economic interest in
0.6%
and
0.8%
of the shares of Common Stock of the Issuer,
respectively). The Derivative Agreements provide Elliott and Elliott
International with economic results that are comparable to the economic results
of ownership but do not provide them with the power to vote or direct the voting
or dispose of or direct the disposition of the shares that are the subject of
the Derivative Agreements. The counterparties to the Derivative
Agreements are unaffiliated third party financial institutions.
ITEM
7. Material to be Filed as
Exhibits.
|
Exhibit A - Joint Filing Agreement
(previously filed)
Exhibit B – March 2 Letter
Schedule 1 – Transactions of the
Reporting Persons Effected During the Past 60 Days (previously
filed)
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is true, complete and
correct.
Dated: March
2, 2010
ELLIOTT
ASSOCIATES, L.P.
By:
Elliott Capital Advisors, L.P., as General Partner
By:
Braxton Associates, Inc., as General Partner
By:
/s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL, L.P.
By:
Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC.
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
EXHIBIT
B
March
2, 2010
The
Board of Directors
Novell,
Inc.
404
Wyman Street, Suite 500
Waltham,
MA 02451
Attention: Richard
Crandall, Chairman
Attention: Ron
Hovsepian, Chief Executive Officer
Dear
Members of the Board of Directors:
I write
to you on behalf of Elliott Associates, L.P. and Elliott International, L.P.,
which collectively own, or have an interest economically equivalent to, 8.5% of
the common stock of Novell and are currently one of the Company’s largest
stockholders. Elliott is a multi-strategy investment firm with over
$16 billion in assets under management focused on employing detailed research to
address complex investment situations.
Based
on our detailed review of the Company’s publicly available information and our
substantial knowledge of the software industry, we are pleased to submit this
proposal to acquire all of the shares of common stock of Novell for a cash price
of $5.75 per share. This price represents a premium of 49% over the
Company’s current enterprise value and 77% over the Company’s 90-day
volume-weighted average enterprise value. As the Company’s cash
balance of nearly $1.0 billion represents almost 60% of its current market
capitalization, we believe that a premium to enterprise value represents the
most meaningful measure of the value that our proposal offers stockholders,
valuing the Company’s cash at 100 cents on the dollar despite the fact that a
significant portion of that cash is overseas and may not be realized in a tax
efficient manner. Importantly, this price represents a premium of
115% over the Company’s enterprise value on January 4, 2010, the last trading
day before we commenced actively acquiring Novell’s common
stock This price also represents a 37% premium to Novell’s
closing stock price on January 4, 2010 and a 20% premium to Novell’s closing
stock price yesterday. By any measure, we believe our proposal
represents a compelling opportunity that your stockholders will find extremely
attractive.
Novell
is a long-established company that we have followed closely for a considerable
period of time. Over the past several years, the Company has
attempted to diversify away from its legacy division with a series of
acquisitions and changes in strategic focus that have largely been
unsuccessful. As a result, we believe the Company’s stock has
meaningfully underperformed all relevant indices and peers. With over
33 years of experience in investing in public and private companies and an
extensive track record of successfully structuring and executing acquisitions in
the technology space, we believe that Elliott is uniquely situated to deliver
maximum value to the Company’s stockholders on an expedited basis.
Our
proposal is subject to a confirmatory due diligence review of the Company and
negotiation of definitive documentation. We are available to sign an
appropriate confidentiality agreement and commence our due diligence review
immediately. Elliott is prepared to devote considerable resources to
completing this transaction and we are confident that, with your cooperation, we
will be in a position to execute a definitive transaction agreement on an
expedited basis. While we intend to work with financing sources,
obtaining financing is neither a condition of our proposal nor a condition to
completing the transaction.
We are
prepared to meet immediately with you and your advisors in order to answer any
questions about our proposal and to work out the details for moving toward a
definitive transaction agreement. We also look forward to discussing
with management its role with us going forward.
Of
course, nothing in this letter is intended to create a legally binding
obligation and no such obligation will exist unless and until a definitive
transaction agreement is executed. As a result of our substantial share
ownership in Novell, SEC rules oblige us to make the existence and contents of
this letter public. Please feel free to contact me at (212)
506-2999 to discuss or clarify any aspect of this proposal.
On
behalf of Elliott, we are very much looking forward to working closely with the
talented employees of Novell to bring the Company forward to its next phase of
growth.
Very
truly yours,
/s/
Jesse A. Cohn
Jesse
A. Cohn
Portfolio
Manager
Novell, Inc. (MM) (NASDAQ:NOVL)
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