Novell to acquire Wordperfect corporation and purchase Borland's Quattro Pro spreadsheet business
Entering Application Marketplace to Lead in Next Generation Network Applications
Provo, UT. -- March 21, 1994 -- Novell, Inc. (NASDAQ:NOVL) and WordPerfect Corporation today signed a definitive merger agreement that provides for the acquisition of WordPerfect by Novell, creating one of the largest software companies in the world. Under the terms of the agreement, shares of WordPerfect common stock and stock options will be exchanged for approximately 59 million shares of Novell common stock and options. After the merger, on a fully diluted basis, the new shares will represent approximately 15 percent of Novell's shares. The transaction is expected to be non-dilutive to Novell earnings. The boards of directors of Novell and WordPerfect have approved the definitive agreement, but the merger is subject to regulatory approvals and other conditions to closing.
Novell further announced today the signing of an agreement with Borland International Inc. to purchase its Quattro Pro spreadsheet business for approximately $145 million. This purchase is also subject to regulatory approvals and other conditions to closing. It is anticipated that both transactions will close in Novell's third fiscal quarter 1994.
"Building from what we already do as the networking company, Novell intends to provide leadership in redefining the applications business by helping drive the growing market transition to network applications," said Raymond J. Noorda president and chief executive officer of Novell. "The era of standalone personal computing is evolving into group collaboration that connects individuals, groups and companies. Novell's objective is to accelerate this market transition by offering new generations of network applications with the flexibility and freedom of open interfaces and published standards."
"The merger will further strengthen Novell financially. WordPerfect will increase Novell's revenue, add to Novell's already strong balance sheet and expand Novell's earnings potential," added Noorda. "This combination positions WordPerfect to be central to the next generation of applications," said Ad Rietveld, president and chief executive officer of WordPerfect Corporation. "We believe that customers will look back on the mid-90s as marking a renaissance in the information systems industry. We are helping Novell create a software powerhouse to deliver standalone, software suites, groupware and network applications that define new capabilities for information systems."
WordPerfect will become a wholly owned subsidiary of Novell and form the core of a new application software product group within Novell. The new business unit will be headed by Ad Rietveld who also joins Novell's office of the president. As part of the merger agreement, Novell will expand its board of directors by adding two new members appointed by the shareholders of WordPerfect.
Philippe Kahn, chairman president and chief executive officer of Borland, said "This transaction solidifies the steps we have already taken to bring our products together as the market's only best-of-breed suite offering. It also sharpens Borland's focus to the strategic core of our business as the leading provider of application development and PC database software. Our growing relationship with Novell and WordPerfect provides opportunities for Borland to ensure we maintain that leadership."
Borland International Inc. provides database management, programming languages, development tools, spreadsheets and applications software. Its products include dBase, Paradox, InterBase, Borland C++, Borland Pascal with Objects and Quattro Pro.
WordPerfect is a private company based in Orem, Utah. In its last fiscal year, ended December 1993, WordPerfect had total revenue of approximately $700 million. WordPerfect Corp. develops business software to help people process, share and present information across a wide variety of computer operating systems. Among the company's key products are the world's best-selling word processor, WordPerfect, as well as WordPerfect Office, the Borland Office, WordPerfect InForms and WordPerfect Presentations.
Novell, Inc. is the leading computer networking company worldwide, an information system software company, developer of network services, specialized and general purpose operating system products, and application programming tools. Novell posted total revenue of $1.123 billion in its last fiscal year ended October 1993. Novell's NetWare, UnixWare and AppWare families of products provide matched software components for distributing information resources within local, wide area and internetworked information systems.
Borland International Inc.