EditorsAbout the SiteComes vs. MicrosoftUsing This Web SiteSite ArchivesCredibility IndexOOXMLOpenDocumentPatentsNovellNews DigestSite NewsRSS


Shareholders’ Announcement of Class Action Lawsuit Against AttachMSFT Deal (While Novell Claims to Have Received an OK, Lawsuits and CPTN Probe Ignored)

Posted in Microsoft, Novell, Patents at 10:44 am by Dr. Roy Schestowitz

Sales figures

Summary: Novell pretends that all is fine and dandy as it prepares to pass its patents to Microsoft and all other assets to AttachMSFT; the reality is more complex than that

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.

There is more text about it in [1, 2]. This resembles the press release and adds little or no clarify. We could find not a single proper article about it. In any case, there are several legal actions resulting from Novell’s prospective agreement and a lot more will be determined or finalised in March. This article too is an example of several that are mentioning the AttachMSFT buyout as a fact, despite lawsuits which need to be withdrawn or settled. Novell is now saying that the shareholders approve an AttachMSFT deal. This one report quotes the SEC filing:

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.

It all started with a press release from Novell [1, 2], but it is not entirely clear if all other lawsuits were taken into consideration also. We have found some more coverage, such as “Novell shareholders approve sale to Attachmate”; “Novell shareholders agree to Attachmate buyout”; Novell says majority of shareholders vote to adopt Attachmate’s $2.15B buyout bid; “Novell investors approve takeover by Attachmate”; “Shareholders Okay Attachmate’s Novell Takeover”; “Novell Shareholders Approve Attachmate Deal”; “Novell stockholders approve merger with Attachmate”; “Shareholders OK Novell sale to Attachmate” and “Attachmate Merger Gets Novell Stockholders’ Blessing”. To quote another report:

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.

Has AttachMSFT managed to get that loan it needs? Additionally, CPTN remains a barrier, but Novell seems to be ignoring it. See:

As expected, Groklaw had the better coverage (compared to the corporate press) and it mentioned the situation with regards to CPTN:

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.

The sale of Novell is not (yet) guaranteed. Microsoft is trying to exploit Novell for the only Novell ‘assets’ (monopolies) Microsoft has use for. It’s similar to what Microsoft did with Nokia [1, 2, 3, 4].

Share this post: These icons link to social bookmarking sites where readers can share and discover new web pages.
  • Digg
  • del.icio.us
  • Reddit
  • co.mments
  • DZone
  • email
  • Google Bookmarks
  • LinkedIn
  • NewsVine
  • Print
  • Technorati
  • TwitThis
  • Facebook

If you liked this post, consider subscribing to the RSS feed or join us now at the IRC channels.

Pages that cross-reference this one

What Else is New

  1. New Information on Limbo in the Enlarged Board, Courtesy of Illegal Actions by the EPO's Benoît Battistelli

    Battistelli's bullying of people whom he is not even allowed to bully turns out to have gone on for a lot longer than promised, and there is no sign of light at the end of this tunnel

  2. Microsoft Customers Complain About 'Inevitable' Vista 10 Because Microsoft Nearly Forces Botched 'Upgrades'

    In a desperate effort to spread Vista 10, sometimes even against people's will, Microsoft really upsets loyal customers, who are eventually eager to explore alternatives

  3. Dr. Ingve Björn Stjerna Explains Why the UPC (“Unitary Patent“ System) is an Undemocratic Sham Whilst UPC Silently Advanced by Patent Lawyers and Politicians

    European patent laws are being covertly overridden so as to allow broader scope of litigation, higher financial damages, speedy injunctions, and even software patents; the European public is intentionally kept in the dark about it, hence kept unable to express scepticism or issue truly effective objections

  4. IRC Proceedings: September 13th, 2015 – October 3rd, 2015

    Many IRC logs

  5. Article Explains Why SUEPO Went Silent Well Over a Week Ago: Nobody is Allowed to Talk to Journalists Without Permission From Battistelli

    More threats from Benoît Battistelli (threats of termination and legal actions on top of it) help hide the abuses of Battistelli and his fellow thugs at the EPO

  6. A Linux World: After Billions of Dollars in Losses Microsoft Changes How It Reports Financial Results

    The abusive monopolist is trying very hard to hide its growing difficulties, especially in an effort to bamboozle non-technical shareholders who cannot understand how Linux has essentially taken over

  7. Microsoft Continues to Extort Linux and Android OEMs Using Software Patents, This Time ASUS (Forced to Pre-Install Microsoft Spyware With OOXML)

    A roundup of news illustrating that Microsoft is still very much in a total war against Android, (mis)using federal regulators and even software patents to get its way

  8. Links 4/10/2015: Linux 4.2.3 , 4.1.10; MPlayer 1.2 released

    Links for the day

  9. Links 2/10/2015: Qubes 3.0, Linux.Wifatch

    Links for the day

  10. Microsoft-Connected Firm Net Applications Used to Mislead About Vista 10 Share and Mock GNU/Linux

    People who are connected to Microsoft (some being former staff) link to a firm that is connected to Microsoft in order to create the illusion that Vista 10 market share grew to 6.63%

  11. Chairman of the Enlarged Board of Appeal (EBoA) and EPO Vice-President of DG3 Suspiciously on Unlimited Sick Leave After Benoît Battistelli's Unprecedented Attacks on Other EBoA Staff

    Rumours suggest that Benoît Battistelli's affairs at the EPO may have something to do with Wim Van der Eijk's longterm absence

  12. Microsoft's Secret Special Relationship With EPO Illustrates Serious Corruption at Microsoft and the EPO

    A big story about the EPO and Microsoft working in a sort of collusion-type setup so as to serve Microsoft's patent agenda, which involves aggression, even against European software that is Free (as in freedom)

  13. Links 1/10/2015: LFS 7.8, Calculate Linux 15 Released

    Links for the day

  14. The 'Microsoft Loves Linux' Baloney is Still Being Floated in the Media While Microsoft Attacks Linux With Patents, New Lawsuits Reported

    Despite Microsoft's continued assault on Linux and on Android (using software patents, which it still discreetly lobbies for), some figures in the media are perpetually peddling the Microsoft-serving lie that 'Microsoft loves Linux'

  15. The Microsoft Botnet Goes Bonkers and ATMs Running Windows Spew Out Cash

    The terrible security (by design) of Microsoft Windows is causing all sorts of very serious and collectively expensive issues

  16. Black Duck Continues to Pile FUD on Free/Libre Software

    Having spent nearly a decade promoting the fear of Free software licensing, Black Duck now does the same regarding Free software security

  17. Links 30/9/2015: New Kernels, Nexus Devices

    Links for the day

  18. Links 28/9/2015: Last News Catchup Before Resumption

    Links for the day

  19. Links 25/9/2015: GNU/Linux in Indian Government, NeoKylin in China

    Links for the day

  20. Süddeutsche Zeitung Explains Imminent Federal Scrutiny Against Battistelli's EPO in Germany

    The German newspaper Süddeutsche Zeitung reveals that actions by the German government may be imminent against the EPO's cliquish management, including its ringleader Benoît Battistelli

  21. EPO Managers, Patent Lawyers, Commissioners and Other Non-Technical Personnel Tackle Democracy, Alter Laws in Bulk and in Secret

    The reckless assault on European democracies and long-established laws across Europe are now lucidly demonstrated when it comes to patents

  22. Europe's Acceptance of and Resistance to Software Patents, Courtesy of Corporate Front Groups and Courtrooms Respectively

    A snapshot of recent developments and upcoming developments in Europe, regarding software patents in particular

  23. German Press Explains EPO Investigation Unit (I.U.), Struggles to Openly Speak to the Secretive EPO

    The secretive Investigation/Investigative Unit (I.U.) of the European Patent Office (EPO) is further studied/explored by a recent article from junge Welt, an old and well-established German newspaper (since 1947)

  24. Links 24/9/2015: GNOME 3.18, Fedora 23 Beta, New Firefox

    Links for the day

  25. Translation Needed of Article About EPO Threats Against SUEPO's Elizabeth Hardon

    A call for translation of an important article that may help shed light on the modus operandi of the Investigation/Investigative Unit of the EPO, which works with Control Risks Group (CRG), the 'British Blackwater'

  26. Media Filled With Spin and Lies Amid Microsoft's Admission of Internal Usage (and Modification) of GNU/Linux

    Further analysis of Microsoft's admission that it uses Linux internally and the media's poorly-researched response to that

  27. EPO Management Justifies Censorship (Even of Journalists) Using Its Vice-President Željko Topić

    The Topić connection to EPO-imposed and universally-induced censorship not just of news sites but also sites which speak about the censorship itself, or dare question the integrity of the EPO's management

  28. Changes at Techrights

    A few short notes on how we are going to re-align the site with disruptive trends, notably patents-related

  29. EPO President Benoît Battistelli Compared to Famous Criminals on European Television

    The Belgian TV network featured a show which was making fun of Battistelli earlier this month

  30. Dutch Politician John Kerstens Says EPO Investigative Unit is Called ‘the Gestapo’

    The infamous Investigation Unit (I.U.), which secretly bullies staff of the EPO with notorious interrogation techniques under virtually no oversight, is described on Dutch radio


RSS 64x64RSS Feed: subscribe to the RSS feed for regular updates

Home iconSite Wiki: You can improve this site by helping the extension of the site's content

Home iconSite Home: Background about the site and some key features in the front page

Chat iconIRC Channel: Come and chat with us in real time


Recent Posts