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. EPO Management Needs to Finally Recognise That It Itself is the Issue, Not the Staff or the Unions

    A showing of dissent even from the representatives whom the EPO tightly controls and why the latest union-busting goes a lot further than most people realise

  2. Even the EPO Central Staff Committee is Unhappy With EPO Management

    The questions asked by the Central Staff Committee shared for the public to see that not only a single union is concerned about the management's behaviour

  3. The Broken Window Economics of Patent Trolls Are Already Coming to Europe

    The plague which is widely known as patent trolls (non-practicing entities that prey on practicing companies) is being spread to Europe, owing in part to misguided policies and patent maximalists

  4. Debunking the EPO's Latest Marketing Nonsense From Les Échos and More on Benoît Battistelli's Nastygram to French Politician

    Our detailed remarks about French brainwash from the EPO's media partner (with Benoît Battistelli extensively quoted) and the concerns increasingly raised by French politicians, who urge for national or even continental intervention

  5. The Sun King Delusion: The Views of Techrights Are Just a Mirror of EPO Staff Unions

    Tackling some emerging spin we have seen coming from Battistelli's private letters -- spin which strives to project the views of Techrights onto staff unions and why it's very hypocritical a form of spin

  6. Links 25/11/2015: Webconverger 33.1, Netrunner 17 Released

    Links for the day

  7. United They Stand: FFPE-EPO Supports Suspended Staff Representatives From SUEPO

    An obscure union from the Dutch side of things at the EPO is expressing support for the suspended colleagues from SUEPO (more German than Dutch)

  8. Censoring WIPR Article About Censorship by EPO

    A testament to how terrified journalists have become when it comes to EPO coverage, to the point of deleting entire paragraphs

  9. Censorship at the EPO Escalates: Now We Have Threats to Sue Publishers

    Having already blocked Techrights, the EPO's management proceeds to further suppressions of speech, impeding its staff's access to independently-distributed information (neither ordinary staff nor management)

  10. Response to Bogus Accusations That EPO Staff Protests Are Really an Attempt to Derail UPC

    Common myths about staff protests in the European Patent Office (EPO) debunked, with some additional background and general perspective on recent events, the unitary patent (UPC) and so on

  11. New Heise Article Makes It Clear That 'Nazi'-Themed Accusations Against the Suspended Board Judge Were Insufficiently Substantiated

    The personal attacks on a judge who was illegally suspended (a so-called 'house ban') increasingly look like the management's own campaign of defamation, mostly intended to marginalise and punish a judge who spoke about serious charges against VP4 (Željko Topić)

  12. Links 24/11/2015: Asus Chromebit CS10, Second Linux 4.4 RC

    Links for the day

  13. European Central Bank Staff Committee Adds to Growing Pressure on Abusive EPO Management

    The staff representatives of the European Central Bank E-mail their colleagues -- with European Central Bank managers' approval -- regarding the European Patent Office and its attacks on staff unions

  14. Gross Violation of Workers' Rights in EPO: Denial of Christmas Vacation/Leave for Slower Workers

    A look at an E-mail from within the EPO which shows how Christmas is used to squeeze staff, urging them to work even faster (despite speed gains) or lose their Christmas leave

  15. The Bogus Narrative Floated by EPO Management: Our Judges and Examiners Are Armed and Violent

    A look at the union-busting and protest-crushing moves from high-level EPO managers, who are trying to convince politicians that they do so in an effort to stop terrorists and neo-Nazis

  16. Support SUEPO or End Up Like They and Some of the Boards Did

    SUEPO, the fast-growing staff union of the EPO, increasingly needs the support and protection offered by action and participation from staff

  17. NRC Handelsblad (Dutch Evening Newspaper) Speaks About EPO's Refusal to Accept Court Orders From The Hague

    Article explains the depths of the issues inside the EPO and the unacceptable immunity that management at the EPO continues to exploit, shaming or discrediting the very notion of the rule of law in Europe

  18. HeBS Digital and Black Duck Press Releases Treated Like Articles, Used to Muddy the FOSS Waters

    Free/Open Source software (FOSS) is under attack again, and it's the proprietary software lobby that's responsible for that

  19. EPO President Battistelli Now Intimidates Even National Delegations

    Report about an embarrassing incident implicating Benoît Battistelli and some angry comments cast over the witch-hunting of a judge, using all sorts of questionable tactics

  20. A Look at the Latest Gross Deletionism at the EPO's 'Media Partner', French Newspaper Les Échos

    The EPO's bogus 'journal of record, which Team Battistelli likes to cite in order to bolster its warped version of events at the EPO while maintaining a close secret relationship with the publisher, keeps censoring its own reporters (spiked paragraphs, silently self-censored or censored after publications)

  21. Rumour About Efforts to Dismiss a Board Judge by Intimidating Boards of Appeal

    Comment found online accuses the Administrative Council of pressuring, by threats, Directorate-General 3 to dismiss a judge who is silently accused (with selective 'leaks' to the media, reportedly orchestrated by EPO managers) but not even proven guilty

  22. President Battistelli Now Pressures/Threatens Politicians Who 'Dare' to Complain About Abuses and Unacceptable Conditions at the EPO

    Pierre-Yves Le Borgn’, a French politician, unleashes an angry letter from Benoît Battistelli and reveals just to what lengths the EPO's Team Battistelli is willing to go in order to crush political backlash

  23. EPO: It's Like a Family Business - Part IV

    Some more background information about Elodie Bergot and Gilles Requena, who are married whilst also sharing positions of power at the EPO (and also strong connections/ties with the EPO's President, Mr. Battistelli); Rumours afloat at the EPO -- some with ever-increasing circulation too -- are worth noting

  24. Translation of Thomas Magenheim-Hörmann's Article in the German Media, Urging European Politicians to Intervene in EPO Chaos and Lawlessness

    Frankfurt-based media presents an opinion piece written by a Munich-based economic correspondent, Thomas Magenheim-Hörmann

  25. German Press Says Broken EPO Lets President Severely Punish Staff Not Even Guilty of Any Wrongdoing

    Juve publishes an article which attempts to be 'balanced' (meaning it believes everything that EPO officials say) but at the same time reveals unacceptable practices that go in inside the EPO

  26. German Media Reveals That Out-of-Control EPO Management is Even Threatening and Abusing Lawyers Now

    The EPO's longstanding fight against justice escalates to an unprecedented war on lawyers themselves; “After this latest move,” says a German newspaper, “even lawyers are starting to feel threatened by the Office.”

  27. Washington Post Only Entertains Debate About Patent Trolls (But Not Patent Scope) Whilst US Lawyers Trick the System to Patent Software

    The Bezos-owned Washington Post continues to help those who wish to eliminate patent trolls (which bother Amazon amongst other large conglomerates) but remains void of any coverage about patent scope, including software patents that patent lawyers work so hard to defend

  28. It Pays (Off) to 'Bribe' the Media: Watch How Les Échos Covers EPO Matters and Self-Censors

    French newspaper Les Échos is self-censoring yet again and it is framing the EPO scandals as the fault of employees, not the fault of abusive managers who are working with Les Échos as a so-called 'media partner' (the EPO management is French-dominated)

  29. 'Leaked' PDF Shows How EPO Management Tried to Crush Judge Who 'Dared' to Criticise EPO Management

    The EPO's management continues to chill potential critics and is now making an example of a board's judge, despite having no such authority over him

  30. Links 21/11/2015: Community Appreciation Day, Jolla's Problems

    Links for the day


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