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. 04, 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.

http://www.novell.com/news/press/archive/2003/11/pr03069.html

--
Jesús Corrius
<[EMAIL PROTECTED]>




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