Software and computing services company Novell (NOVL) has agreed to sell itself to Attachmate Corporation for $6.10 per share in cash in a transaction valued at approximately $2.2 billion.
The price per share represents a premium of 28% to Novell's closing share price on March 2, 2010, a day prior to the public disclosure of Elliott Associates' proposal to acquire Novell for $5.75 per share, and a 9% premium to Novell's closing price on Friday of $5.59.
Software firm Attachmate is owned by an investment group led by Francisco Partners, Golden Gate Capital and Thoma Bravo. As part of the transaction, Elliott Management Corporation, one of Novell's largest shareholders, will become an equity shareholder in Attachmate.
Waltham, Mass.-based Novell also announced it has entered into a definitive agreement for the concurrent sale of intellectual property assets to CPTN Holdings, a consortium of technology companies organized by Microsoft (MSFT), for $450 million in cash, reflected in the merger consideration to be paid by Attachmate.
Novell currently expects these transactions to close in the first quarter of 2011.
"After a thorough review of a broad range of alternatives to enhance stockholder value, our Board of Directors concluded that the best available alternative was the combination of a merger with Attachmate Corporation and a sale of certain intellectual property assets to the consortium," said Novell President and CEO Ron Hovsepian. "We are pleased that these transactions appropriately recognize the value of Novell's relationships, technology and solutions, while providing our stockholders with an attractive cash premium for their investment."
Jeff Hawn, chairman and CEO of Attachmate added, "This acquisition will add significant assets to our current portfolio holdings and the Novell and SUSE brands will allow us to deliver even more value to customers."
Attachmate Corporation plans to operate Novell as two business units, Novell and SUSE, and will join them with its other holdings, Attachmate and NetIQ.
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