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Novell Shareholders Approve Attachmate Deal
Saturday, February 19 2011 @ 01:27 AM EST

Novell has put out a press release announcing that the shareholders have approved the sale to Attachmate. There's also an 8K filing with the SEC. Here's how it strangely describes itself in the press release: "a leader in intelligent workload management". Would those be the first words you'd think of to describe Novell? So the morph is under way.

A year ago, Novell described itself like this:

Novell, Inc. (Nasdaq: NOVL) delivers the best engineered, most interoperable Linux platform and a portfolio of integrated IT management software that helps customers around the world reduce cost, complexity and risk. With our infrastructure software and ecosystem of partnerships, Novell harmoniously integrates mixed IT environments, allowing people and technology to work as one.
Anyway, most of the shareholders approved it, or 66%, but the US Department of Justice and the German antitrust regulatory body still have to give their approval of the patent deal. As the press release puts it, "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." Those investigations are still going on. Novell says it's "in the process of gathering information to respond" to the DOJ's second request, so this isn't going to close overnight, I gather.

Here's the press release in full:
Novell Stockholders Adopt Merger Agreement with Attachmate Corporation

WALTHAM, Mass.
February 17, 2011

Intelligent workload management solutions provider Novell Inc (NASDAQ: NOVL), 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 Novell logo, the N logo, and SUSE are registered trademarks of Novell, Inc. in the United States and other countries. *All third party trademarks are the property of their respective owners.

On the same press release page, Novell also announces that Alan Clark, the Novell appointee to be Chairman of the Board of OpenSUSE, has just been made a "Gold Level Director" of the Linux Foundation board of directors:
Novell today announced that Alan Clark, senior manager and strategic advisor for industry initiatives at Novell, has been named Gold Level Director of the Linux Foundation board of directors. Clark has served as a member of the Linux Foundation board of directors for several years, having held positions including secretary and chair of the Board Governance and Nomination committees and member of the Compensation and Finance committees. He currently serves as the chair of the Linux Foundation Vendor Advisory Council.

Clark provides the experience needed to effectively contribute to the Foundation's strategic direction, while bringing a keen understanding of the Linux Foundation members' needs. He understands what drives community users and developers and how the commercial Linux ecosystem can engage in productive two-way dialogs with open source communities. Further, Clark continues to strive to set new technical standards, while advocating product interoperability.

"Alan Clark is a proven leader who brings unique insights to the Linux Foundation that will help address the needs and challenges of Linux users, developers, vendors and other ecosystem participants," said Jim Zemlin, executive director of the Linux Foundation. "He is committed to this industry and to The Linux Foundation as it continues its mission to accelerate the adoption of Linux. We look forward to working with Alan on Linux Foundation events and programs as well as new projects and workgroups to more broadly advocate for Linux across the industry."

I don't know how you get to be a "Gold Level Director", but here's how [PDF] you become a Gold sponsor ($$).

For context, here's how Novell described itself the day it bought SUSE Linux in 2003:

Novell, Inc. (Nasdaq: NOVL) is a leading provider of information solutions that deliver secure identity management (Novell Nsure™), Web application development (Novell exteNd™) and cross-platform networking services (Novell Nterprise™), all supported by strategic consulting and professional services (Novell NgageSM). Novell's vision of one Net - a world without information boundaries - helps customers realize the value of their information securely and economically.
And here's how Novell described itself the day it sold out to Microsoft and entered the patent deal in 2006:
Novell, Inc. (Nasdaq: NOVL) delivers Software for the Open Enterprise(TM). With more than 50,000 customers in 43 countries, Novell helps customers manage, simplify, secure and integrate their technology environments by leveraging best-of-breed, open standards-based software. With more than 20 years of experience, 4,700 employees, 5,000 partners and support centers around the world, Novell helps customers gain control over their IT operating environments while reducing costs.
And finally, here's how it described itself in 2009 when it announced Moonlight:
Novell, Inc. (Nasdaq: NOVL) delivers the best engineered, most interoperable Linux platform and a portfolio of integrated IT management software that helps customers around the world reduce cost, complexity and risk. With our infrastructure software and ecosystem of partnerships, Novell harmoniously integrates mixed IT environments, allowing people and technology to work as one.
Isn't this sad?

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