[olug] Fw: Novell Announces Agreement to Acquire SUSE LINUX

[Bill Brush]

I haven't seen this come across the wire, so I thought I'd forward it on.

Bill

----- Forwarded by Bill Brush/NET/UNL/UNEBR on 11/04/2003 02:55 PM -----

>>> Novell Press Releases <EINFO at novell.com> 11/4/2003 7:06:23 AM >>>
Novell Announces Agreement to Acquire Leading Enterprise Linux Technology
Company SUSE LINUX

* Novell expands its open source commitment and will become the first to
offer comprehensive Linux solutions for the enterprise from the desktop to
the server
* Novell will be the only $1 billion software company with a Linux
distribution and the worldwide technical staff to support it
* Novell/SUSE LINUX to become the world's largest supplier of
desktop-to-server Linux solutions and technical support
* Customers to gain worldwide technical support for enterprise Linux
solutions from a company with more than 20 years of operating system
experience
* IBM and Novell to negotiate extensions to commercial agreement with
Novell/SUSE LINUX to support the IBM eServer line

PROVO, Utah - Nov. 4, 2003 - Novell today announced it has entered into an
agreement to acquire SUSE LINUX, one of the world's leading enterprise
Linux companies, expanding Novell's ability to provide enterprise-class
services and support on the Linux platform. With the open source expertise
of SUSE LINUX and Novell's world-class networking and identity solutions
and support, training and consulting services, Novell will be able to
deliver Linux and all its components - from the server to the desktop - and
give organizations a secure, reliable and mature Linux foundation. Novell
will pay $210 million in cash to complete the acquisition. The transaction
is subject to regulatory approval and the winding up of shareholder
agreements. Novell expects the transaction to close by the end of its first
fiscal quarter (January 2004).

This latest move follows Novell's August purchase of Ximian, a leader in
Linux server and desktop solutions, and further demonstrates Novell's
ongoing commitment to provide customers a full range of Linux solutions.
Both the Ximian and SUSE LINUX acquisitions affirm Novell's commitment to
promoting the open source model and developer community.

Novell today also announced that IBM intends to make a $50 million
investment in Novell convertible preferred stock. In addition, Novell and
IBM are negotiating extensions to the current commercial agreements between
IBM and SUSE LINUX for the continued support of SUSE LINUX on IBM's eServer
products and middleware products to provide for product and marketing
support arrangements related to SUSE LINUX. Both of these agreements will
be effective when the acquisition of SUSE LINUX by Novell is completed.

"Responding to customer demands for open, standards-based computing, Novell
has been dedicated to a cross-platform vision for four years now, and Linux
is an increasingly important part of that strategy," said Jack Messman,
chairman and CEO of Novell. "The acquisition of SUSE LINUX will complete
Novell's ability to offer enterprise-class Linux solutions to our customers
from the desktop to the server. No other enterprise Linux vendor has the
operating system experience and the worldwide technical support
capabilities that Novell will be able to deliver. Novell is bringing our
significant resources to bear to help customers adopt Linux with more
confidence, giving them the freedom of choice Linux provides without the
anxiety over whether an open source solution can truly be relied on for
mission-critical functions."

"Novell understands the power of open, standards-based computing, and has
been moving in that direction for some time," said Richard Seibt, CEO of
SUSE LINUX. "Novell's global reach, marketing expertise and reputation for
security, reliability and global enterprise-level support are exactly what
we've been seeking to take SUSE LINUX to the next level. We've also been
impressed by the incredible loyalty and competence of Novell customers and
business partners, and we're looking forward to joining forces to help
customers gain the benefits of Linux and to help Novell continue to expand
its role in the open source community."

SUSE LINUX Offerings Complement Novell Linux Services
SUSE LINUX offers a range of Linux server and desktop solutions designed to
meet the diversified needs of different organizations. SUSE LINUX
Enterprise Server 8 for midsize to large companies provides a range of core
networking services with the high-availability and scalability features
needed for mission-critical environments.

SUSE LINUX is the leading enterprise Linux company in Europe. In addition,
through its relationships with Conectiva and Turbolinux, SUSE LINUX has
been a leader in Latin America and Asia, as well. SUSE LINUX is also one of
the top providers of Linux to enterprises in the United States and North
America. Novell's extensive global sales and channel programs, proven and
reliable technical support capabilities, as well as ongoing Novell and SUSE
LINUX relationships with key partners like IBM, Oracle, SGI,
Fujitsu-Siemens, Dell, Intel, AMD, SAP, HP and others, provide a powerful
business network to promote more rapid Linux adoption around the globe.

Novell's Linux Strategy
The acquisition of SUSE LINUX will be an important step in Novell's efforts
to accelerate enterprise adoption of Linux. Novell began building solutions
for Linux in early 2000, when it made its flagship eDirectory* technology
available on Linux. In April of this year, Novell announced it would make
all the services that run on its NetWare® operating system run on both the
NetWare and Linux kernels in the future with the full range of Novell's
worldwide technical support. In August, Novell acquired Ximian with its
leading Linux desktop management solutions and its visionary leadership to
promote Linux desktops and to enable Microsoft .NET* applications to run on
Linux.

In September, Novell announced the open beta of Novell® Nterprise* Linux
Services (NLS), an offering that runs on SUSE LINUX and Red Hat* and
provides a variety of networking services for Linux environments. IBM, HP
and Dell have all licensed the NLS technology for resale to their
customers. With SUSE LINUX, Novell expands its reach to developers and ISVs
looking for a complete Linux solution. Today's announcement of Novell's
plans to acquire SUSE LINUX strengthens Novell's already proven set of
Linux offerings by allowing Novell to distribute the underlying Linux
platform itself, in addition to the many value-added services for Linux
that Novell already offers.

"We chose SUSE LINUX because they are a clear market leader in Linux
technology for the enterprise," Messman said. "With this acquisition,
Novell will be the only billion-dollar software company with a Linux
distribution and a worldwide ecosystem around it. A worldwide technical
staff of more than 600 has been trained to support Linux. The acquisition
of SUSE LINUX completes our technology stack from the desktop to the
server."

Beyond the technology, the acquisition will also expand Novell's strategic
commitment to the open source community. The combination of SUSE LINUX and
Novell will deliver not only complete enterprise Linux software solutions,
but also worldwide channels and industry-leading partnerships. The combined
company will help promote a thriving, global open source ecosystem that
creates innovation and choice for developers, users and organizations
alike. Novell is firmly committed to open standards and maintaining the
existing open source kernel development efforts. From advocacy and
development resources to events and support of open source efforts like
kernel projects, XFree86, ReiserFS, KDE, GNOME and Mono, Novell stands
side-by-side with the open source community.

Citigroup Global Markets Inc. acted as Novell's financial adviser to the
transaction. Clifford Chance Punder served as Novell's legal counsel. Arma
Partners acted as financial adviser to SUSE LINUX and its stockholders.
Freshfields Bruckhaus Deringer served as legal counsel to SUSE LINUX and
its stockholders. SUSE LINUX investors are e-Millenium 1, AdAstra Erste
Beteiligungsgesellschaft mbH and APAX Partners & CO.

Press Conference Invitation
Novell and SUSE LINUX will hold a press conference today at 11 a.m. EST (5
p.m. CET) to discuss the transaction in greater detail. The press
conference can be heard live at http://www.novell.com/webcast .

Forward-looking Statements
This press release includes statements that are not historical in nature
and that may be characterized as "forward-looking statements," including
those related to future financial and operating results, benefits and
synergies of the company's brands and strategies, future opportunities and
the growth of the market for open source solutions. You should be aware
that Novell's actual results could differ materially from those contained
in the forward-looking statements, which are based on current expectations
of Novell management and are subject to a number of risks and
uncertainties, including, but not limited to, Novell's ability to integrate
acquired operations and employees, Novell's success in executing its Linux
strategies, Novell's ability to deliver on its one Net vision of the
Internet, Novell's ability to take a competitive position in the Linux
industry, business conditions and the general economy, market
opportunities, potential new business strategies, competitive factors,
sales and marketing execution, shifts in technologies or market demand, and
the other factors described in Novell's Annual Report on Form 10-K for the
2002 fiscal year. Novell disclaims any intention or obligation to update
any forward-looking statements as a result of developments occurring after
the date of this press release.

About Novell
Novell Inc. (Nasdaq: NOVL) is a leading provider of information solutions
that deliver secure identity management (Novell Nsure*), Web application
development (Novell exteNd*) and cross-platform networking services (Novell
Nterprise), all supported by strategic consulting and professional services
(Novell NgageSM). Novell's vision of one Net - a world without information
boundaries - helps customers realize the value of their information
securely and economically. For more information, call Novell's Customer
Response Center at (888) 321-4CRC (4272) or visit http://www.novell.com .
Press should visit http://www.novell.com/pressroom .

About SUSE LINUX
Established in 1992, SUSE LINUX is one of the world's leading providers of
Linux software and services. With the largest dedicated Linux research and
development team, SUSE LINUX delivers enterprise-ready software and
services that harness the innovation, speed-to-market and independence of
the open source community. A privately held company based in Nuremberg,
Germany, SUSE LINUX - together with global business partners - supports
customers throughout the world.

###

Novell, NetWare and Ximian are registered trademarks; eDirectory, exteNd,
Nsure and Nterprise are trademarks; and Ngage is a service mark of Novell,
Inc. in the United States and other countries. SUSE is a registered
trademark of SUSE LINUX. *All third-party trademarks are the property of
their respective owners.

Press Contacts:
Bruce Lowry
Novell, Inc.
Phone: (415) 591-6523
E-mail: blowry at novell.com

Joseph Eckert
SUSE LINUX
Phone: (203) 270-3711
E-mail: jeckert at suse.com


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