AS Novell's last month is approaching its end, Web sites keep debating and analysing the state Novell is in. Jon Oltsik argues that "Attachmate may be a wild card here with NetIQ and Novell." He almost assumes that the takeover is complete, despite the fact that according to a press release, "Brower Piven Announces Class Action Lawsuit in Connection With Acquisition of Novell, Inc. by Attachmate Corp." [1, 2]. To quote further:
Brower Piven announced that a class action lawsuit has been commenced in the United States District Court for the District of Massachusetts on behalf of all shareholders of Novell, Inc. for breaches of fiduciary duty to current shareholders and other violations of state law by Novell's Board of Directors relating to the proposed acquisition of Novell by Attachmate Corp. and Longview Software Acquisition Corp. The complaint alleges that on November 22, 2010, the companies announced that they had entered into a definitive merger agreement for Novell to be acquired by Attachmate in a transaction valued at approximately $2.2 billion. According to the complaint, under the terms of the agreement, Novell stockholders will receive $6.10 in cash for each share of Novell common stock. The complaint alleges that Novell's Board of Directors was motivated by a desire to accelerate the vesting of their otherwise illiquid stock options and to receive significant change-of-control payments, and therefore agreed to an unfair price, the $6.10 offer price represents only a 9% premium and analyst targets have been as high as $7 per share. The complaint alleges that the proposed acquisition is also unfair because as part of the merger agreement, Novell's Board of Directors agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for the Company.
According to an 8K filing with the US Securities and Exchange Commission, shareholders representing 68.1 percent of the 352.8 million outstanding shares of Novell showed up for the special meeting or signed proxies, and of these, 97.5 per cent voted for the takeover. Shareholders with an aggregate of 3.3 million shares were against the deal, and those behind 2.7 million shares abstained from voting.
Attachmate will spend $2.2 billion in cash, or $6.10 per share, for Waltham, Mass.-based Novell, which has been beset by financial problems for several years.
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.