The complaint also 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.
Further, 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.
