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Attachmate Corporation

Attachmate Corporation To Buy Novell For $2.2 Billion

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Attachmate Corporation has agreed to acquire technology giant Novell for $6.10 per share in cash in a transaction valued at approximately $2.2 billion. Attachmate is owned by an investment group led by Francisco Partners, Golden Gate Capital and Thoma Bravo.

The $6.10 per share consideration represents a 9% premium to the business software maker’s closing stock price last Friday.

Novell also announced it has entered into a definitive agreement for the sale of certain intellectual property assets to CPTN Holdings, a consortium of technology companies organized by Microsoft, for $450 million in cash, which payment is reflected in the merger consideration to be paid by Attachmate Corporation.

The bid 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’ proposal to acquire all of the outstanding shares of Novell for $5.75 per share. The software giant had rejected the offer a couple of weeks later, deeming the bid inadequate and saying it undervalued the company.

Attachmate Corporation plans to operate Novell as two separate business units: Novell and SUSE; and will join them with its other holdings, Attachmate and NetIQ.

In case you’re not familiar with Attachmate: the company primarily focuses on terminal emulation, legacy modernization, managed file transfer, and enterprise fraud management software. It is the largest privately-held software company in Washington, USA.

Its founder and CEO, Jeffrey Hawn, once famously turned himself in to authorities after being charged with animal cruelty, theft and criminal mischief. He was sentenced to 10 days in jail in 2008 for authorizing the slaughter of 32 of his neighbor’s bison, which had wandered onto his Colorado ranch. But let’s not digress too much.

The merger is, as usual, subject to customary closing conditions and regulatory approvals, and is also conditioned upon the closing of the proposed sale of certain intellectual property assets to CPTN Holdings as well as approval by Novell’s stockholders.

Novell says it expects both transactions to close in the first quarter of 2011.

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