From: rwa@aupair.cs.athabascau.ca (Ross Alexander)
Newsgroups: comp.unix.sys5.r4
Subject: Re: Novell bought USL?
Date: 21 Dec 92 22:34:25 GMT

U54294@uicvm.uic.edu 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.
>                          U54294@uicvm.uic.edu   <-- Best
>                          GEONI02@hera.cai.com

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  rwa@cs.athabascau.ca  (403) 675 6311  ve6pdq@nebulus.ampr.ab.ca
	"All television is children's television." -- Richard P. Adler
Newsgroups: comp.unix.sys5.r4