UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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NOVELL, INC.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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This filing relates to a proposed merger between Novell, Inc. (Novell) and Attachmate
Corporation (Attachmate) pursuant to the terms of an Agreement and Plan of Merger, dated as of November 21, 2010 (the Merger Agreement), by and among Novell, Attachmate and Longview Software Acquisition Corp. The Merger
Agreement is on file with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K/A and as an appendix to the definitive proxy statement on Schedule 14A filed by Novell on November 22, 2010 and January 14, 2011,
respectively, and is incorporated by reference into this filing.
This filing consists of a letter from Jeff Hawn, Chairman and CEO
of Attachmate, distributed to Novell employees on January 27, 2011. This letter was also posted by Novell on its internal website on January 27, 2011.
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Corporate Headquarters
1500 Dexter Avenue North
Seattle, Washington 98109
United States
206 217 7500
800 872 2829
Attachmate.com
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Novell Employees,
Our business potential for 2011 is unprecedented and Im looking forward
to combining our two outstanding organizations. Because you might be wondering about the status of our integration planning, I want to give you a general update.
The transaction closing date depends on the timing of the satisfaction of closing conditions, including receipt of regulatory approvals from the various governmental entities. While I cannot speculate on
when those approvals may occur, we are hopeful that the transaction can be closed this calendar quarter.
As we communicated initially, upon
close, we will operate collectively as four business units: Attachmate, NetIQ, Novell, and SUSE. These are four enduring and powerful brands that customers around the world hold in high regard. While our business units will face our customers
with these four brands, we will be one company, sharing some global activities and infrastructure. Our level of shared activity and infrastructure will vary by business unit, function, and geography depending on what is required to best serve
customers. The guiding principle for our decisions is to ensure that we are in the best position to meet our commitments in these core areas: delivering quality products, providing exceptional service, and being easy for our customers and
partners to do business with.
With respect to integration planning that is occurring prior to the transaction closing, we are using the time
to learn more about the Novell organization, understand key initiatives, and develop a working knowledge of specific business processes. We have met with leaders across the organization and have visited a number of offices, including Bangalore,
Dublin, Nuremberg, Prague, Provo, and Waltham. Upon closing the transaction, we will establish functional and cross-functional integration teams. The initiatives under these teams will be prioritized and will vary in size and scope. With a bias
towards action, we look forward to opportunities for combining the best aspects of both businesses.
We are committed to ongoing communication
and have discussed this commitment individually with several Novell customers and partners. Weve also published an
Open Letter to Novell Customers
on
www.attachmate.com
. That letter is available to the Novell field worldwide so
you can confidently provide your customers with evidence of our commitment. We have also provided Frequently Asked Questions about the Novell-Attachmate Transaction, which was distributed to the Novell sales force to address specific
questions of customers and partners. And with respect to SUSE, I conducted a
Q&A
with Jos Poortvliet, which has been published to the openSUSE community.
Many thanks for your business as usual mindset. Once the transaction is completed, well be in a better position to communicate more details, connect teams, and organize around a
go-forward plan. In the meantime, I echo Ron Hovsepians recommendation of continued focus on your individual objectives aligning with corporate goals and excellent support of customers and partners. We are eager to begin working together as a
single successful company.
Sincerely,
Jeff Hawn
Chairman and CEO
FORWARD-LOOKING STATEMENTS
This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current
expectations and beliefs 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. Any statements that are not statements of
historical fact (such as statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should be considered forward-looking statements. Among
others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the merger may be delayed or may not be consummated; (ii) the risk that the
definitive merger agreement may be terminated in circumstances that require Novell to pay Attachmate a termination fee of $60 million; (iii) risks related to the diversion of managements attention from Novells ongoing business
operations; (iv) risks regarding the failure of Attachmate to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on Novells business relationships (including, without limitation, partners
and customers), operating results and business generally; and (vi) risks related to obtaining the requisite consents to 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. Additional risk factors that may affect future results are
contained in Novells filings with the U.S. Securities and Exchange Commission (the SEC), including Novells Annual Report on Form 10-K for the fiscal year ended October 31, 2010, which are available at the SECs website
at
http://www.sec.gov
. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected. Novell expressly disclaims 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.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the
merger, Novell filed a definitive proxy statement regarding the merger with the SEC on January 14, 2011.
Investors and security holders of Novell are urged to read the definitive proxy statement and any other relevant materials filed by Novell,
as well as any amendments or supplements to these documents, if and when they become available, because they contain or will contain important information about Novell, the merger and the other parties to the merger.
Investors and security
holders may obtain these documents (and any other documents filed by Novell and Attachmate with the SEC) free of charge at the SECs website at
http://www.sec.gov
. In addition, the documents filed with the SEC by Novell may be obtained
free of charge by directing such request to: Novell Investor Relations at 1-800-317-3195 or from the investor relations portion of Novells website at
http://www.novell.com/company/ir/
. Investors and security holders are urged to read
the definitive proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.
Novell and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Novells stockholders in respect of the merger. Information regarding
Novells directors and executive officers is contained in Novells proxy statement for its 2010 Annual Meeting of Stockholders, dated February 26, 2010, and subsequent filings which Novell has made with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended October 31, 2010. Stockholders may obtain additional information about the directors and executive officers of Novell and their respective interests with respect to the merger by security holdings
or otherwise, which may be different than those of Novells stockholders generally, by reading the definitive proxy statement and other relevant documents regarding the merger, when filed with the SEC. Each of these documents is, or will be,
available as described above.
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