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After rejecting bid, Novell open to sale

$2b offer too low, Waltham firm says

By Hiawatha Bray
Globe Staff / March 23, 2010

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Elliott Associates LP, whose $2 billion acquisition bid for Novell Inc. was rebuffed over the weekend, says it is pleased that the Waltham software company at least remains open to the idea of a sale.

Elliott, a New York money management fund that already owns 8.5 percent of Novell shares, offered $5.75 per share for the remainder of the company earlier this month. Novell’s board of directors turned down the offer Saturday, saying in a statement “that it undervalues the company’s franchise and growth prospects.’’

Novell’s comments were seconded by Blue Harbour Group, a Connecticut investment firm that owns 4 percent of the company. Blue Harbour said Novell’s value “significantly exceeds Elliott’s proposal.’’

But Novell left the door open to a better offer. The company said it has “authorized a thorough review of various alternatives to enhance stockholder value.’’ Those alternatives include a buyback of Novell shares, the issuance of a cash dividend, partnerships with other firms, or an outright sale of the company.

Elliott yesterday released a statement praising Novell’s willingness to consider a sale and reaffirming its offer.

Officials from Novell and Elliott declined to comment further.

Novell was originally based in Utah and still has major operations there. During the 1980s, it became one of the world’s leading software firms, thanks to its development of NetWare, a program for linking corporate desktop computers into powerful networks. But Novell faded in prominence as Microsoft Corp. added networking services to its Windows operating system.

Today, Novell is the second-largest vendor of Linux open-source operating system software, trailing only Red Hat Inc. of Raleigh, N.C. Novell also makes corporate identity management and security products and software for management of large computer networks, and it continues to support NetWare. But the company lost money in each of the last three fiscal years, and its stock value has fallen 80 percent over the last decade.

Steve Duplessie, senior analyst at Enterprise Strategy Group Inc. in Milford, said Elliott’s offer has forced Novell to consider other possible suitors.

“The gun’s to their head right now,’’ Duplessie said. “They’re walking away from a $2 billion offer. They’ve got to justify that to their shareholders.’’

Duplessie suspects that Elliott wants some other technology company to make a larger bid, so Elliott can make a profit on its current Novell stake. But so far, no rival bidders have emerged.

That doesn’t surprise Abhey Lamba, analyst at the ISI Group in New York. “It’s really hard to find a company that would benefit from all of the four components that Novell has,’’ said Lamba.

Instead, he believes Elliott intends to take Novell private, then auction off its business units one at a time.

Hiawatha Bray can be reached at bray@globe.com.