Novell Announces Amendment and Extension of Consent Solicitation
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WALTHAM, Mass. -- Oct. 31, 2006 --Novell, Inc. (NASDAQ: NOVL) today announced that it has amended and extended its solicitation of consents (the "consent solicitation") from the holders of its 0.50% convertible senior debentures due 2024 (CUSIP Nos. 670006AB1 and 670006AC9). The purpose of the consent solicitation is to obtain consent to amend certain provisions of the indenture pursuant to which the debentures were issued and to obtain a waiver of rights to pursue remedies available under the indenture with respect to certain alleged defaults thereunder with respect to covenants regarding Novell's filing of periodic reports with the Securities and Exchange Commission (the "Reporting Covenants").
Under the terms of the amended consent solicitation:
Holders of record of debentures as of 5:00 p.m., New York City time, on Oct. 16, 2006, who validly deliver and do not revoke their consents prior to 5:00 p.m., New York City time, on Thursday, Nov. 2, 2006, will receive a one-time consent fee for each $1,000 in principal amount of debentures with respect to which consents are received equal to the product of $57.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of debentures outstanding on the Expiration Date and the denominator of which is the aggregate principal amount of debentures as to which Novell received and accepted consents.
The amendments to the indenture as to which consents are solicited will provide Novell until May 31, 2007 to comply with Reporting Covenants under the indenture.
The consent solicitation was previously scheduled to expire at 5:00 p.m., New York City time, on Monday, Oct. 30, 2006.
All other terms of the consent solicitation with respect to debentures as set forth in Novell's consent solicitation statement, dated Oct. 17, 2006, remain applicable.
Novell has issued a Supplemental Consent Solicitation Statement that reflects the foregoing changes. The Supplemental Consent Solicitation Statement is available for review by all debentureholders and may be obtained from the information agent. Novell advises all debentureholders to review the section entitled "Certain United States Federal Income Tax Considerations," which has been amended to reflect important considerations respecting the U.S. federal income tax consequences of the consent solicitation as currently structured.
All holders of the debentures who have previously delivered consents may withdraw their consents as described in the Supplemental Consent Solicitation Statement. Such holders who do not wish to withdraw their consents do not need to redeliver such consents or take any other action in response to this extension.
Citigroup Corporate and Investment Banking is serving as the solicitation agent for the consent solicitation. Questions regarding the consent solicitation may be directed to Citigroup Corporate and Investment Banking at (800) 558-3745 (toll-free) or (212) 723-6106. The information agent for the consent solicitation is Global Bondholder Services Corporation. Requests for copies of the Supplemental Consent Solicitation Statement and related documents may be directed to Global Bondholder Services Corporation at (866) 794-2200 (toll- free) or (212) 430-3774.
About Novell
Novell, Inc. 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. More information about Novell can be found at www.novell.com.
Press Contact:
Bruce Lowry
Novell, Inc.
(415) 383-8408
blowry@novell.com
Investor Relations Contact
Bill Smith
Novell, Inc.
(800) 317-3195
wsmith@novell.com
