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Novell shareholders approve Attachmate buyout

And now for the regulators

Internet Security Threat Report 2014

The shareholders of beleaguered systems software supplier Novell has approved the $2.2bn takeover of the company by Attachmate.

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 is unclear what the other third of Novell's shareholders wanted. Probably something like Novell having a market capitalization of $15bn and having sold at such a peak years ago. Instead, they will be getting $6.10 per share once the deal is done.

In a statement, Novell reminded shareholders that the deal is not, however, quite done yet. Novell has to get approval to sell 882 patents to CPTN Holdings, a holding company set up by Microsoft and backed by Apple, EMC, and Oracle that is paying $450m for the rights to those patents. A full disclosure of that patents has not been done to the public or to shareholders, and this has raised plenty of suspicion.

"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," Novell's statement read. "As previously disclosed, Novell and CPTN received a request for additional information from the Antitrust Division of the United States Department of Justice regarding the patent sale. The requests have the effect of extending the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after both parties have substantially complied with the requests, unless the waiting period is earlier terminated.

Novell is in the process of gathering information to respond to this request and is continuing to cooperate fully with the Department of Justice in connection with its review. Novell continues to work toward completing the merger as quickly as possible and currently anticipates that the closing of the merger will occur following the completion of the waiting period and the satisfaction of other closing conditions."

The company did not elaborate about what these conditions might be. ®

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