WALTHAM, Mass., Feb. 17, 2011 /PRNewswire/ -- Novell, Inc.
(Nasdaq: NOVL), the leader in intelligent workload management,
today announced that its stockholders have voted at a special
meeting of stockholders held today to adopt the previously
announced Agreement and Plan of Merger, dated as of November 21, 2010, with Attachmate Corporation
and Longview Software Acquisition Corp.
Approximately 99% of the shares voting at today's special
meeting of stockholders voted in favor of the adoption of the
merger agreement, representing approximately 66% of Novell's total
outstanding shares of common stock as of the January 12, 2011 record date. Approval of
the proposal to adopt the merger agreement required the affirmative
vote of the holders of a majority of the outstanding shares of
Novell's common stock. A quorum of 68.06% of Novell's total
outstanding shares of common stock as of the January 12, 2011 record date was present at the
meeting.
Under the terms of the merger agreement, if the contemplated
merger is completed, Novell stockholders will be entitled to
receive $6.10 in cash for each share
of Novell common stock held by them. While stockholder
approval satisfies one of the conditions to completion of the
merger, the merger remains subject to the fulfillment or waiver of
certain other closing conditions, including the closing of the sale
of certain identified issued patents and patent applications to
CPTN Holdings LLC ("CPTN").
The patent sale to CPTN remains subject to the satisfaction or
waiver of closing conditions, including receipt of antitrust
approval in the United States and
Germany. As
previously disclosed, Novell and CPTN received a request for
additional information from the Antitrust Division of the United
States Department of Justice regarding the patent sale. The
requests have the effect of extending the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days
after both parties have substantially complied with the requests,
unless the waiting period is earlier terminated. Novell is in
the process of gathering information to respond to this request and
is continuing to cooperate fully with the Department of Justice in
connection with its review. Novell continues to work toward
completing the merger as quickly as possible and currently
anticipates that the closing of the merger will occur following the
completion of the waiting period and the satisfaction of other
closing conditions.
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 the current expectations and beliefs of Novell 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 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 management's attention from Novell's
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 or the
patent sale on Novell's 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 and the patent sale, 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 Novell's filings with the United States
Securities and Exchange Commission (the "SEC"), including Novell's
Annual Report on Form 10-K for the fiscal year ended October 31, 2010, which are available at the
SEC's 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 by Novell. 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.
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. We help 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 our 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.
Copyright © 2011 Novell, Inc. All rights reserved. Novell, the
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Novell, Inc. in the United States and other countries. *All third
party trademarks are the property of their respective owners.
SOURCE Novell, Inc.