decoration decoration
Stories

GROKLAW
When you want to know more...
decoration
For layout only
Home
Archives
Site Map
Search
About Groklaw
Awards
Legal Research
Timelines
ApplevSamsung
ApplevSamsung p.2
ArchiveExplorer
Autozone
Bilski
Cases
Cast: Lawyers
Comes v. MS
Contracts/Documents
Courts
DRM
Gordon v MS
GPL
Grokdoc
HTML How To
IPI v RH
IV v. Google
Legal Docs
Lodsys
MS Litigations
MSvB&N
News Picks
Novell v. MS
Novell-MS Deal
ODF/OOXML
OOXML Appeals
OraclevGoogle
Patents
ProjectMonterey
Psystar
Quote Database
Red Hat v SCO
Salus Book
SCEA v Hotz
SCO Appeals
SCO Bankruptcy
SCO Financials
SCO Overview
SCO v IBM
SCO v Novell
SCO:Soup2Nuts
SCOsource
Sean Daly
Software Patents
Switch to Linux
Transcripts
Unix Books
Your contributions keep Groklaw going.
To donate to Groklaw 2.0:

Groklaw Gear

Click here to send an email to the editor of this weblog.


To read comments to this article, go here
Novell Says Elliott Offer "Inadequate" - It's "business as usual"
Saturday, March 20 2010 @ 09:40 PM EDT

Ronald W. Hovsepian, President and CEO, Novell has put out a statement that it has considered the Elliott Management offer but finds it "inadequate". It's "business as usual at Novell". Here's the press release.

Here's the statement sent to customers:
Dear Customer:

I want to share with you an important announcement that Novell made today.

As you may know, on March 2nd, Elliott Associates, L.P. announced an unsolicited, conditional proposal to acquire Novell. Today we issued a press release announcing that our Board of Directors has concluded, after careful consideration, including a review of the proposal with its independent financial and legal advisors, that Elliott's proposal is inadequate and that it undervalues the Company's franchise and growth prospects.

Additionally, we announced that our Board has authorized a thorough review of various alternatives to enhance stockholder value.

Our relationship with you is extremely important to all of us at Novell, and I want to assure you that you can remain confident that we are committed to serving you as we always have. I also want to reaffirm to you that it remains business as usual at Novell, and we do not intend for there to be any changes in our relationship with you. Please do not hesitate to contact me or other members of our team at any time; we always strive to be available to provide you the best solutions for your needs.

On behalf of the Board and management team, I thank you for your ongoing commitment to Novell.

Sincerely,

Ron Hovsepian
President and CEO

Here's the body of the press release:

Novell's Board of Directors Rejects Elliott Associates' Unsolicited, Conditional Proposal as Inadequate

WALTHAM, Mass.
20 Mar 2010

Authorizes Exploration of Various Alternatives to Enhance Stockholder Value

Novell, Inc. (Nasdaq: NOVL) today announced that its Board has concluded, after careful consideration, including a review of the proposal with its independent financial and legal advisors, that the unsolicited, conditional proposal from Elliott Associates, L.P. to acquire the Company for $5.75 per share in cash is inadequate and that it undervalues the Company's franchise and growth prospects.

Novell also announced that its Board of Directors has authorized a thorough review of various alternatives to enhance stockholder value. These alternatives include, but are not limited to, a return of capital to stockholders through a stock repurchase or cash dividend, strategic partnerships and alliances, joint ventures, a recapitalization and a sale of the Company.

Novell's Board is committed to enhancing value for Novell stockholders and believes that an exploration of alternatives is in the best interests of the Company and its stockholders. Novell's Board noted that there can be no assurance that this will result in any agreement or transaction. The Company does not intend to disclose developments with respect to any of these alternatives unless and until the Board has approved a specific course of action.

J.P. Morgan is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Novell.

Follow the link for the disclaimers and all the template info. More from the NYTimes:
The Blue Harbour Group, an investment firm that said it owns 4 percent of Novell, endorsed the company’s decision to reject Elliott’s bid.

“We agree with Novell’s management and board of directors that the company’s value significantly exceeds Elliott’s proposal,” Clifton S. Robbins, Blue Harbour’s chief executive, said in a statement. “Blue Harbour has been in active and constructive discussions with Novell’s management in recent months on various alternatives to create and unlock value.”


  View Printable Version


Groklaw © Copyright 2003-2013 Pamela Jones.
All trademarks and copyrights on this page are owned by their respective owners.
Comments are owned by the individual posters.

PJ's articles are licensed under a Creative Commons License. ( Details )