SOURCE: Brower Piven, A Professional Corporation

February 16, 2011 10:51 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Novell, Inc. by Attachmate Corp.

STEVENSON, MD--(Marketwire - February 16, 2011) - Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the United States District Court for the District of Massachusetts on behalf of all shareholders of Novell, Inc. ("Novell" or the "Company") (NASDAQ: NOVL) for breaches of fiduciary duty to current shareholders and other violations of state law by Novell's Board of Directors relating to the proposed acquisition of Novell by Attachmate Corp. and Longview Software Acquisition Corp. (collectively "Attachmate").

The complaint alleges that on November 22, 2010, the companies announced that they had entered into a definitive merger agreement for Novell to be acquired by Attachmate in a transaction valued at approximately $2.2 billion. According to the complaint, under the terms of the agreement, Novell stockholders will receive $6.10 in cash for each share of Novell common stock. The complaint alleges that Novell's Board of Directors was motivated by a desire to accelerate the vesting of their otherwise illiquid stock options and to receive significant change-of-control payments, and therefore agreed to an unfair price -- the $6.10 offer price represents only a 9% premium and analyst targets have been as high as $7 per share. The complaint alleges that the proposed acquisition is also unfair because as part of the merger agreement, Novell's Board of Directors agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for the Company, including a "no-solicitation" provision and a steep $60 million termination fee.

If you are a current owner of shares of Novell, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browrpiven.com, by calling 410-415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410-415-6616
    Email Contact