Novell Stockholders Adopt Merger Agreement with Attachmate Corporation
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WALTHAM, Mass., Feb. 17, 2011 - 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.
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.
SOURCE Novell, Inc.
CONTACT: Press, Ian Bruce, +1-508-574-2016, ibruce@novell.com; or Investors, Robert Kain, 1-800-317-3195, rkain@novell.com, both of Novell, Inc.
Web Site: www.novell.com
