Novell, Inc. today announced that it 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. Attachmate Corporation is owned by an investment group led by Francisco Partners, Golden Gate Capital and Thoma Bravo.
At the same time, Novell announced it would sell certain intellectual property assets to CPTN Holdings LLC, a consortium of technology companies organized by Microsoft Corporation, for $450 million in cash, which cash payment is reflected in the merger consideration to be paid by Attachmate Corporation.
The $6.10 per share consideration represents a premium of 28% to Novell’s closing share price on March 2, 2010, the last trading day prior to the public disclosure of Elliott Associates, L.P.’s proposal to acquire all of the outstanding shares of Novell for $5.75 per share and a 9% premium to Novell’s closing stock price on November 19, 2010.
Attachmate Corporation plans to operate Novell as two business units: Novell and SUSE; and will join them with its other holdings, Attachmate and NetIQ.
Attachmate Corporation’s acquisition of Novell is subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act, and is also conditioned upon the closing of the proposed sale of certain intellectual property assets to CPTN Holdings LLC.
The transaction is subject to approval by Novell’s stockholders. The sale of the intellectual property assets to the consortium is subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act, and is also conditioned upon the closing of the merger with Attachmate Corporation. Novell currently expects these transactions to close in the first quarter of 2011.
With the acquisition agreement representing only a 9 percent premium over Novell’s closing price on Friday, could this spark any other bids?