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November 22, 2010 12:24 PM

Four Firms on Attachmate's $2.2 Billion Novell Buy

Posted by Tom Huddleston Jr.

Novell, Inc., has accepted a takeover bid by Attachmate Corporation worth roughly $2.2 billion.

The deal comes some eight months after Waltham, Mass.–based Novell rejected a $2 billion takeover bid by Elliott Associates Inc., the executive recruitment arm of The Elliot Group.

Under the deal announced Monday, Attachmate--which is owned by private equity firms Francisco Partners, Golden Gate Capital, and Thoma Bravo--will pay $6.10 per Novell share to acquire the software maker. That figure represents a 28 percent premium over the per-share price offered by Elliott.

Novell also announced Monday that in a related deal it will sell intellectual property assets to CPTN Holdings LLC--a technology consortium organized by Microsoft Corporation--for $450 million in cash. 

Skadden, Arps, Slate, Meagher & Flom represented Novell in both transactions, with partner Margaret "Peggy" Brown in Boston taking the lead. Litigation partner James Carroll and M&A partner Margaret Cohen also worked with Brown in Boston. Antitrust partner Clifford Aronson, tax partner Cliff Gross, and international competition partner Simon Baxter advised for the firm as well. Skadden also advised Novell in March, during its negotiations with Elliott. Novell's general counsel is Scott Semel.

For Attachmate, Jones Day M&A partners Bryan Davis and Marilyn Sonnie led the firm's team on the deal. Other Jones Day lawyers involved in the transaction included M&A partner David Phillips, patents partner Thomas Briggs, IP partner John Biernacki, compensation partner Manan Shah, tax partner Andrew Eisenberg, finance partner Vanessa Spiro, and antitrust partners Phil Proger and Johannes Zoettl. 

Advising Microsoft in its role with CPTN Holdings was Sullivan & Cromwell. Corporate partners John Evangelakos, Alexandra Korry, and Eric Krautheimer worked on the deal for Sullivan. Other lawyers from the firm included IP partner Garrard Beeney, tax partner Andrew Mason, and antitrust partners Steven Holley and Juan Rodriguez.

As part of the deal, Elliott Management Corporation--a Novell shareholder--will become an equity shareholder in Attachmate. Paul, Weiss, Rifkind, Wharton & Garrison corporate partners Robert Schumer and Steven Williams advised Elliott on the transaction.

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