According to the complaint filed December 29, 2010, the Proposed Transaction as currently constituted is unfair to Novell’s shareholders because it does not adequately value the Company’s future growth prospects, which will inure to Attachmate if the Proposed Transaction is consummated. Rather, the Individual Defendants were motivated to sell the Company in order to cash out their otherwise illiquid holdings in the Company through the accelerated vesting of stock options, restricted stock units, and restricted stock awards, as well as to take advantage of significant change-in-control and other personal financial benefits that are to accrue to them upon the sale of Novell to Attachmate.
On March 18, 2011, the action was consolidated with 10-CV-12076, and the consolidated case was re-captioned "In re Novell, Inc. Shareholder Litigation." According to the docket for the consolidated case, the Consolidated Complaint was filed on June 15, 2011. In the Consolidated Complaint, the Plaintiffs bring this action individually as to their claims under §§14(a) and 20(a), and as a class action pursuant to Federal Rule of Civil Procedure 23 as to their state law breach of fiduciary duty claims on behalf of all holders of the Company's stock who were harmed by defendants'actions.
The case is now considered closed as to the federal securities class action claims, and ongoing as to the individual federal securities claims and derivative class action claims.