Novell Shareholders Approve Attachmate Deal

$2.2 billion bid is approved by Novell stakeholders, but the deal isn't quite done.

Not far now.

Novell shareholders have voted in favor of a deal that will see their company merged with Attachmate. The $2.2 billion deal was first announced in November 2010, following months of speculation about the future of Novell (NASDAQ: NOVL) as an independent company.

In a special meeting of shareholders this week, 99 percent voted in favor of the deal. The votes cast represented 66 percent of Novell's total outstanding shares. The deal values Novell shares at $6.10, a 9 percent premium over Novell's closing stock price on Nov. 19, when the deal was first announced. At the time, a a number of groups emerged that were not entirely happy about the value of the deal.

Novell, however, has a different view. Company spokesman Ian Bruce told that overall feedback on the deal has been positive.

"Customers are enthusiastic, as are our partners," Bruce said.

While Novell shareholders have now approved the deal, closing is still contingent on a number of key items. One is a patent sale to CPTN Holdings, a group of vendors that includes Microsoft, EMC and Apple. CPTN is set to acquire 882 patents from Novell for $450 million.

Novell has firmly stated, however, that it will not be selling its Unix copyrights to CPTN as part of the patent sell-off. Novell has owned Unix copyrights since 1993, and has been defending its ownership rights in a legal battle against SCO.

The antitrust division of the U.S. Department of Justice has requested additional information from Novell about the CPTN patent sale. Novell is currently in the process of responding to the DoJ's request. It's not yet entirely clear how long that process will take, or when the antitrust authorities might give Novell the green light on CPTN.

Novell also needs to win an antitrust approval from German regulators. The Open Source Initiative (OSI) issued a request to the German government at the end of last year to investigate the CPTN patent sale.

The CPTN deal is important as it is the lynch pin on which the Attachmate transaction is contingent.

While the process to merge Novell into Attachmate continues, Novell isn't slowing down its operating activity and it remains business as usual for the tech vendor

"We're still operating as an independent company until the deal closes," Bruce said.

Novell's SUSE Linux was identified as a key component of the IBM Watson supercomputer that won on the Jeopardy game show this week.

Novell has also expanded its relationship with Dell and SAP for Linux appliances, and has released an updated Cloud Manager solution.

Sean Michael Kerner is a senior editor at, the news service of, the network for technology professionals.

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