Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Novell, Inc. by Attachmate Corp.
February 16 2011 - 10:50AM
Marketwired
Brower Piven, A Professional Corporation announces that a class
action lawsuit has been commenced in the United States District
Court for the District of Massachusetts on behalf of all
shareholders of Novell, Inc. ("Novell" or the "Company") (NASDAQ:
NOVL) for breaches of fiduciary duty to current shareholders and
other violations of state law by Novell's Board of Directors
relating to the proposed acquisition of Novell by Attachmate Corp.
and Longview Software Acquisition Corp. (collectively
"Attachmate").
The complaint alleges that on November 22, 2010, the companies
announced that they had entered into a definitive merger agreement
for Novell to be acquired by Attachmate in a transaction valued at
approximately $2.2 billion. According to the complaint, under the
terms of the agreement, Novell stockholders will receive $6.10 in
cash for each share of Novell common stock. The complaint alleges
that Novell's Board of Directors was motivated by a desire to
accelerate the vesting of their otherwise illiquid stock options
and to receive significant change-of-control payments, and
therefore agreed to an unfair price -- the $6.10 offer price
represents only a 9% premium and analyst targets have been as high
as $7 per share. The complaint alleges that the proposed
acquisition is also unfair because as part of the merger agreement,
Novell's Board of Directors agreed to certain onerous and
preclusive deal protection devices that operate conjunctively to
make the proposed transaction a fait accompli and ensure that no
competing offers will emerge for the Company, including a
"no-solicitation" provision and a steep $60 million termination
fee.
If you are a current owner of shares of Novell, you may obtain
additional information about this lawsuit by contacting Brower
Piven at www.browerpiven.com, by email at hoffman@browrpiven.com,
by calling 410-415-6616, or at Brower Piven, A Professional
Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating
securities and class action cases of over 60 years. If you choose
to retain counsel, you may retain Brower Piven without financial
obligation or cost to you, or you may retain other counsel of your
choice. You need take no action at this time to be a member of the
class.
CONTACT: Charles Piven Brower Piven, A Professional Corporation
Stevenson, Maryland 410-415-6616 Email Contact
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