* Highly Productive Web Services Application Environment for Enterprises Adds New Dimension to Novell's one Net Vision of the Internet
* Novell's Unique Combination of Consulting Services, Web Services Application Development, and Cross-platform Network and Security Infrastructure Meets Today's Web-based Enterprise IT Business Requirements
* Customers Gain Quick Return on Investment from the Only True Cross-platform, Standards-based, Reliable and Secure Architecture
Capelle a/d IJssel - June 10, 2002 - Novell, Inc., the leading provider of Net business solutions, and SilverStream Software, Inc. (Nasdaq: SSSW), a leader in Web services-oriented application development, today announced that Novell has entered into a definitive agreement to acquire SilverStream. The acquisition is part of Novell's plan to be a leading force in the commercialization of new Web services. The acquisition will significantly expand Novell's ability to deliver on its one Net vision of the Internet by enabling customers to quickly develop business applications that exploit the latest Web technologies while leveraging existing IT investments. With SilverStream, Novell's offerings will be broadened to include the capabilities that are required to serve enterprises seeking to deploy advanced Web applications - business solutions, Web services application development and reliable, secure network infrastructure. The acquisition of SilverStream will provide customers with a compelling new alternative as they look to the power of the Web to improve business efficiency and drive new revenue.
Under terms of the agreement, Novell will commence a cash tender offer to acquire all of the outstanding shares of SilverStream common stock at a price of $9.00 per share, followed by a merger in which the holders of the remaining outstanding shares of SilverStream common stock will receive the same cash price. Assuming a closing of the acquisition in July 2002, with approximately 23.6 million shares projected to be outstanding, which includes estimated option exercises prior to the closing date, the total cash acquisition price before acquisition fees will be approximately $212 million. In that event, cash on SilverStream's balance sheet is expected to total approximately $100 million, which would yield a net cash outlay by Novell of approximately $112 million.
The acquisition has been approved unanimously by the boards of directors of each company and is subject to customary conditions, including regulatory and other standard approvals. David Litwack, president and chief executive officer of SilverStream, and certain other SilverStream shareholders have agreed to tender their shares, representing approximately 20.33 percent of the outstanding common stock. The tender offer requires that at least a majority of the fully diluted shares be tendered. With acceptance of the tender offer by shareholders representing 90 percent of SilverStream shares, the acquisition would likely close in July 2002. If less than 90 percent of the shares are tendered, a formal stockholder meeting of SilverStream stockholders would need to be called to approve the transaction, and the acquisition would likely close during Novell's fourth quarter 2002. SilverStream will become a wholly owned subsidiary of Novell.
"Novell is now well positioned to be a leader in the emerging and fast-growing market for Web services solutions," said Jack Messman, chairman, president and chief executive officer of Novell. "With Novell and SilverStream technologies, we will provide customers an ideal architecture to build out their next-generation systems, helping them deploy new technologies at low cost while getting the full value from prior IT investments.
About SilverStream Software, Inc.
SilverStream Software, Inc. (Nasdaq: SSSW) provides the first comprehensive visual integrated services environment to simplify and accelerate the development of sophisticated business applications. SilverStream's award-winning technology is based on the best of Java, XML, and Web services, and enables businesses to unlock the potential of existing systems and rapidly deliver business applications to the Web. SilverStream powers business operations for more than 1,500 customers worldwide including Acer, Amerisure Insurance, BNP Paribas, the Chicago Stock Exchange, Samsung Electronics, Suzuki and Zurich Insurance. SilverStream's worldwide partner network includes system integrators, independent software vendors, application service providers and other strategic partners such as Cap Gemini Ernst & Young, Compaq, Deloitte & Touche, Hewlett Packard, IBM, Intel, Mercury Interactive, Microsoft, Oracle and Sun Microsystems. SilverStream is headquartered in Billerica, Mass. with offices throughout the world. For more information, please visit http://www.silverstream.com.
About Novell
Novell, Inc. (Nasdaq: NOVL) is the leading provider of Net business solutions designed to secure and power the networked world. Novell and its eServices division, Cambridge Technology Partners, help organizations solve complex business challenges, simplify their systems and processes, and capture new opportunities with one Net solutions. Novell provides worldwide channel, consulting, education and developer programs to support its offerings. For information visit Novell's Web site at http://www.novell.com. Information on Net business solutions from Cambridge Technology Partners can be accessed at http://www.ctp.com. Press may access Novell announcements and company information on the World Wide Web at http://www.novell.com/pressroom.
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