Dear Valued Novell Customer,
I am writing to let you know that today we announced that Novell has entered into a definitive merger agreement under which Attachmate Corporation would acquire Novell for $6.10 per share in cash in a transaction valued at approximately $2.2 billion.
We believe this transaction is great news for our customers. Novell has a long history of innovation and market leadership, and this tradition will be preserved and built upon through this transaction. We place tremendous value on the relationships we’ve cultivated with our customers and I can assure you that providing you with the innovative products, solutions and support you’ve come to rely on remains a top priority.
We can also assure you that the planned transaction with Attachmate Corporation does not alter our obligations to honor all contractual commitments. This includes maintenance and technical support for our products. We continue to execute aggressively on our product development efforts and are committed to providing exceptional service and being easy to do business with.
Novell also announced the sale of certain intellectual property assets to CPTN Holdings LLC. The sale of certain intellectual property assets will not impact customers. Customers will continue to be authorized to use Novell products under this intellectual property.
Attachmate Corporation plans to retain both the Novell and SUSE brands and operate them as two separate business units, along with its other holdings, Attachmate and NetIQ. The transaction with Attachmate Corporation and the sale of certain intellectual property assets to CPTN Holdings LLC are currently expected to close in the first quarter of 2011.
Until the merger transaction closes, it is business as usual. We have no plans to change your current sales coverage or ordering practices. If you have any questions or wish to discuss this matter further, please feel free to contact your local sales leadership.
I want to thank you personally for your ongoing business and express my deep appreciation for the trust and confidence you have placed in Novell over the last year. We hope you share our enthusiasm about Novell’s exciting future.
Ronald W. Hovsepian
This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of Novell and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Many of these risks are beyond our control or ability to predict. Important factors that could cause actual results to differ from those set forth in the forward-looking statements include, but are not limited to, the risk that the proposed sale of certain intellectual property assets and the proposed merger may not be consummated in a timely manner, if at all; the risk that various closing conditions will not be satisfied or waived, including the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions; and other risks and uncertainties discussed in Novell’s filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Novell expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger, Novell intends to file relevant materials with the SEC, including a proxy statement. Investors and security holders of Novell are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC because they will contain important information about Novell, the proposed sale of certain intellectual property assets, the proposed merger and the parties to these proposed transactions. Investors and security holders may obtain these documents free of charge at the SEC’s website at http://www.sec.gov. In addition, the documents filed with the SEC by Novell may be obtained free of charge by directing such request to: Novell Investor Relations at 1-800-317-3195 or from the investor relations website portion of Novell’s website at http://www.novell.com/company/ir/.
Novell and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Novell’s stockholders in respect of the proposed merger. Information regarding Novell’s directors and executive officers is contained in Novell’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009, its proxy statement for its 2010 Annual Meeting of Stockholders, dated February 26, 2010, and subsequent filings which Novell has made with the SEC. Stockholders may obtain additional information about the directors and executive officers of Novell and their respective interests with respect to the proposed merger by reading the definitive proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
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