NetNews Usenet Archive 1992 #31/NN_1992_31.iso/spool/comp/unix/sys5/r4/926

Internet Message Format | 1992-12-22 | 7.9 KB

Path: sparky!uunet!spool.mu.edu!olivea!decwrl!atha!aupair.cs.athabascau.ca!rwa
From: [e-mail] (Ross Alexander)
Newsgroups: comp.unix.sys5.r4
Subject: Re: Novell bought USL?
Message-ID: <[e-mail]>
Date: 21 Dec 92 22:34:25 GMT
References: <[e-mail]>
Sender: [e-mail]
Lines: 133

[e-mail] writes:

>Hi folks,
>   A colleague was on the phone to another colleague in Westwood, Mass.
>about an hour ago. The Mass. colleague is listening to the radio, and says
>that he heard a report about Novell buying USL. I'd read that rumor in the
>trade press. True or false? If true, who has further details? Thanks...
>                          Nick G.
>                          [e-mail]   <-- Best
>                          [e-mail]

This showed up in my mailbox about 3 minutes ago:

    For Immediate Release:
    Novell signs Letter of Intent with AT&T to ACQUIRE Unix system
    laboratories.
    Summit, N.J. -- December 21,1992 -- Novell, Inc.

    (NASDAQ:NOVL) and AT&T jointly announced today they have signed a
    letter of intent for Novell to acquire UNIX System Laboratories.
    USL is a subsidiary of AT&T that provides computer vendors with
    the UNIX operating system and related software and services based
    on open, international standards for computing and communications.
    Under the terms of the letter of intent, existing shares of
    USL common stock would be exchanged for up to 12.3 million newly
    issued shares of Novell common stock in a tax-free merger
    accounted for as a purchase.  Novell would issue approximately
    11.1 million shares of common stock to the current non-Novell USL
    shareholders.  In addition the outstanding USL stock options and
    other equity incentives would be exchanged for Novell stock, or
    options, or rights to acquire shares of Novell stock, all in
    accordance with the terms of USL employee plans and the definitive
    agreement.
    AT&T owns approximately 77 percent of the outstanding shares
    of USL.  Novell currently holds approximately 5 percent of USL's
    outstanding stock, and 11 other investors hold approximately 18
    percent.
    The signing of the letter of intent has been approved by the
    boards of directors of Novell and AT&T, but the merger remains
    subject to the approval of USL stockholders, regulatory approvals,
    the signing of a definitive merger agreement and other normal
    conditions to closing.  The acquisition is expected to be
    completed during the first calendar quarter of 1993.
    "Our support of UNIX systems, as evidenced by our earlier
    investment in USL and the joint creation of Univel, has been
    driven by the widespread use of UNIX at our customer sites and by
    our desire to work closely with our industry partners,"  said
    Raymond J. Noorda, president and chief executive officer of
    Novell.  "This acquisition is being done at the urging of
    customers who have asked us to support the UNIX system directly
    and integrate it more fully within the NetWare environment.  This
    reflects the growing importance of UNIX systems which are
    increasingly being used for rightsizing business applications on
    computer networks."
    Novell recognizes and values the importance of UNIX as an
    open accessible technology to OEM partners and customers around
    the world.  As part of Novell, USL's commitment to fair and
    neutral access to UNIX technology will not change.
    Robert M. Kavner, AT&T group executive for communications
    products, reiterated what the company has said since 1991 that
    AT&T intended to reduce its ownership in USL, but that AT&T
    remains firmly committed to the UNIX system.  "Associating USL
    with Novell, another strong company, will allow USL to be an even
    more effective and flourishing force in the software industry,"
    Kavner said.
    Roel Pieper president and chief executive officer of USL
    said, "The two best technologies for open systems and
    interoperability are coming together within one company.  The UNIX
    system provides reliable, secure sophisticated capabilities for
    network computing applications.  The NetWare environment provides
    integrated cross-platform system services.  The combination of the
    two enables distributed computing solutions to be deployed simply
    and cost effectively from desktops to mainframes."
    USL will become a wholly owned subsidiary of Novell,
    maintaining its operations in Summit, New Jersey.  USL was formed
    in 1991 around AT&T's UNIX Software Operation which had its roots
    in AT&T Bell Laboratories.  Annual revenues are in excess of $80
    million.
    In April 1991, AT&T sold a portion of its total interest in
    USL to a number of computer industry concerns.  AT&T said then it
    took that action to ensure the growth of UNIX System V and open
    operating systems by establishing an independent unit with
    business oversight by investors who would ensure that USL was
    operated for the good of the industry as a whole, along with
    technical input on product directions by other industry groups.
    Other USL investors are:  Amdahl Corporation, FUJITSU,
    Limited, ICL Plc., Institute for Information Industry, Motorola,
    Inc., NEC Corporation, OKI Electric Industry Co., Ltd., Ing. C.
    Olivetti & Co. S.p.A., Sun Microsystems, TATA Consultancy Services
    and Toshiba Corporation.
    The proposed transaction would be accounted for as a
    purchase.  On this basis, the acquisition could result in a one-
    time write-off by Novell of up to $250 million in the fiscal
    quarter in which the transaction closes.  Most of the remaining
    cost of the purchase would be amortized over five to fifteen
    years.  The Novell shares required for the transaction will
    represent approximately 4 percent of the outstanding shares of
    Novell common stock.
    For AT&T and other USL shareholders the exchange of shares
    within the proposed transaction will be tax free.  Based on
    current Novell stock price, AT&T would expect to recognize a gain
    at the time of closing in excess of $100 million in net income.
    When the acquisition is completed, AT&T would hold
    approximately 3 percent of Novell's common stock.  Kavner
    emphasized that AT&T viewed its holdings in Novell as an
    investment and that AT&T had no plans to be involved in USL or
    Novell's operations or business decisions.
    USL develops and markets the UNIX System V operating system,
    the TUXEDO Enterprise Transaction Processing System and other
    standards-based system software products to open systems computer
    vendors worldwide.  USL also provides education and management
    consulting for UNIX systems and related technologies.
    AT&T is a global communications and computer company, with
    total 1991 revenues of $63.1 billion.  It operates the world's
    biggest and most advanced long distance network and provides
    communications services and products, as well as network equipment
    and computer systems, to businesses, consumers, telecommunications
    service providers and government agencies.
    Novell, Inc. is an operating system software company and
    developer of network services and specialized and general purpose
    operating system products, including NetWare and UnixWare
    products.  Novell's NetWare network computing products manage and
    control the sharing of services, data and applications among
    computer workgroups, departmental networks and across business-
    wide information systems.

    Novell, Inc  Peter Troop  408-473-8361
    AT&T  Dick Gray 908-221-5057
    UNIX System LaboratoriesLarry Lytle 908-522-5186

--
Ross Alexander  [e-mail]  [phone]  [e-mail]
    "All television is children's television." -- Richard P. Adler