EXHIBIT 99.1
PRESS RELEASE
NOVELL TO ACQUIRE SILVERSTREAM SOFTWARE
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
PROVO, UT AND BILLERICA, MA -- JUNE 10, 2002 -- Novell, Inc. (Nasdaq: NOVL), 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
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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.
"We promised we'd move aggressively into the Web Services space. With the
acquisition of SilverStream, we will have not only achieved that goal, we will
have jumped ahead of the competition," he continued. "By providing the next
generation of Web Services solutions to our customers, we move Novell further
along the path toward growth and profitability."
UNIQUE COMBINATION OF CAPABILITIES PUTS NOVELL IN LEAD
Novell's one Net vision delivers industry-leading solutions for planning,
implementing and managing today's advanced business applications. It's also the
only solution that is standards-based and interoperates with all market leading
platforms without bias. The Novell one Net platform is comprised of three
primary components:
- - STRATEGY AND DELIVERY: Novell's Cambridge Technology Partners provides
innovative, technology-enabled strategy and solutions using proven
methodologies to solve complex business challenges.
- - WEB SERVICES APPLICATION DEVELOPMENT: SilverStream provides a highly
productive visual environment for quickly building dynamic, interactive
applications that integrate existing information assets.
- - CROSS-PLATFORM INFRASTRUCTURE: Novell's Net services include world-class
security and directory technologies, reliable high-performance network
services and comprehensive management capabilities.
"Novell and SilverStream make a great match," said David Litwack. "Novell was
early in recognizing the opportunity in delivering network services across the
web, and its one Net vision mirrors the direction the market is now moving with
Web services. Add our SilverStream eXtend(TM) product line, which Web-enables
enterprise systems and delivers dynamic applications, to Novell's consulting and
network infrastructure capabilities, and you have all the ingredients to lead
the market."
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PROVIDING THE SOLUTION FOR TODAY'S IT CHALLENGES
Increasingly, enterprises face IT challenges that require new answers.
Organizations need to support any users on any device from any location with
applications that must be both managed and secure. They face business processes
that cut across customer, employee and supplier boundaries, but that were
originally designed to support discrete, departmental functions. Information is
locked up in silos, which are usually tightly tied to specific platforms and
vendors. As a result, enterprises are prevented from leveraging their existing
technology assets in new applications that meet evolving business requirements.
With the acquisition of SilverStream, Novell will be in the position to help
enterprises meet these challenges by providing a "Services Oriented
Architecture." A "Services Oriented Architecture" is a loosely-coupled,
standards-based, process-driven, directory-enabled, network-aware architecture
that facilitates the development of Web services-based applications. It enables
organizations to get maximum value from the systems, users, devices, business
processes and information resources that comprise their corporate assets.
NOVELL CHALLENGES IBM, MICROSOFT AND SUN IN WEB SERVICES
Novell has been active in delivering network services across the Web for more
than two years, and its one Net vision clearly recognized the shift from
client-server to basic Web-based network solutions. Today Novell is a leader in
networking and storage management services, file and print services, web access,
content delivery, portal services, messaging, authentication, access and
security services.
As new standards are evolving, the combination of SilverStream's strength in Web
services application development, coupled with Novell's leadership in networking
services - the key to securing, simplifying, and accelerating Web services -
will provide a compelling option for companies wanting to take full advantage of
this next stage of Web services.
"This acquisition will make Novell a meaningful player in the web services game,
right next to others who are pursuing a services strategy, like IBM, Microsoft
and Sun, " said Chris Stone, Vice Chairman - Office of the CEO at Novell. "But
we're coming at this market from a different place. Instead of the monolithic
approach based on proprietary products that others have adopted, Novell is
focused on offering a cost effective, flexible alternative that allows the
products of all vendors to work together. It's a role we play already in the
networking space, and one - uniquely - we'll take to the Web services arena.
"By bringing the capabilities of SilverStream, Cambridge and Novell together,
we'll have the pieces in place to deliver on our one Net vision of a world where
resources of all
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types can be securely managed and utilized across networks of all types, all
working together freely," Stone explained.
Novell anticipates that SilverStream will be additive to earnings in 2004. With
a closing of the acquisition expected in July, during Novell's third fiscal
quarter, the company anticipates that SilverStream will not materially impact
revenue and ongoing expenses in that quarter. For fiscal 2002, SilverStream has
the potential of contributing approximately one percent to total Novell revenue.
In fiscal year 2003, SilverStream is projected to be slightly dilutive to Novell
earnings.
Subsequent to closing, SilverStream's eXtend product line will be re-branded
under the Novell name. SilverStream's David Litwack will become a Senior Vice
President of Novell and will join Novell's Worldwide Management Committee.
SilverStream's offices will remain in Billerica, MA.
CONFERENCE CALL NOTIFICATION AND WEB ACCESS DETAIL
A live Webcast and Webinar slide presentation of Novell's conference call to
discuss the acquisition with interested parties will be broadcast at 12:00 Noon
EDT June 10th. The agenda for the program is as follows:
- Introductory Remarks and Discussion of the Acquisition
- One Net Web Services Vision Presentation (VIA WEBINAR)
- Questions & Answers
Web Access
The conference call and slide presentation can be accessed at the following URL:
www.novell.com/webservices
Dial-in Access
Dial in access for audio and Q&A only (no slides):
- US/Canada Dial-In Number: (877) 296-5507
- International/Local Dial-In Number: (706) 634-5117
Conference Name: Web Services
Leader's Name: Jack Messman
Participants in the conference call are asked to dial in and provide their name,
the leader's name and reference the company hosting the call (Novell).
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Replay Access
Conference Call Only:
A digital recording of the conference call will be available on Tuesday, June
11, 2002. To access the recording, US/Canada participants should call (800)
642-1687 or for International/Local participants, call (706) 645-9291 and enter
the Conference ID 4480702.
Conference Call and Presentation:
An archive of the Webcast and presentation will be available on Tuesday June 11,
2002 at www.novell.com/webservices.
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 on Novell's complete range of solutions and services, contact
Novell's Customer Response Center at (888) 321-4CRC (4272), or 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.
eXtend(TM) is a trademark of SilverStream Software, Inc. All third party
trademarks are the property of their respective owners.
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PRESS CONTACTS:
NOVELL, INC.:
Gary Schuster
Phone: 617-914-8522
E-mail: gary.schuster@novell.com
Bruce Lowry
Phone: 801-222-4005
E-mail: blowry@novell.com
SILVERSTREAM SOFTWARE, INC.:
Sarah Mees
Phone: 978-262-3297/617-462-8066
E-mail: smees@silverstream.com/silverstream@pancomm.com
INVESTMENT COMMUNITY, CONTACT INFORMATION:
NOVELL, INC.:
Peter Troop
Phone: 408-967-8150
E-mail: ptroop@novell.com
SILVERSTREAM SOFTWARE, INC.:
Sarah Mees
Phone: 978-262-3297/617-462-8066
E-mail: investor@silverstream.com/silverstream@pancomm.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell SilverStream shares. At the time the expected tender offer is commenced,
Novell will file tender offer materials with the Securities and Exchange
Commission and SilverStream will file a solicitation/recommendation statement
with respect to the tender offer. The tender offer materials, including an offer
to purchase, a related letter of transmittal and other offer documents, and the
solicitation/recommendation statement will contain important information.
Stockholders should read this information carefully before making any decisions
about the tender offer. The tender offer materials, certain other offer
materials, and the solicitation/recommendation statement will be sent to all
stockholders of SilverStream free of charge. In addition, all of these materials
will be available free of charge on at the SEC's website at www.sec.gov.
FORWARD LOOKING STATEMENTS:
Statements included in this press release that are not historical in nature are
"forward-looking statements," including those related to future financial and
operating results,
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benefits and synergies of the transaction, future opportunities for the combined
company and the growth of the market for Web services solutions. You should be
aware that Novell's and SilverStream's actual results could differ materially
from those contained in the forward-looking statements, which are based on
current expectations of Novell and SilverStream management and are subject to a
number of risks and uncertainties, including, but not limited to, the
satisfaction of the conditions to closing, and, following the consummation of
the merger, Novell's ability to integrate SilverStream's operations and
employees, Novell's ability to deliver on its one Net vision of the Internet,
Novell's ability to take a competitive position in the Web services industry,
business conditions and the general economy, competitive factors, sales and
marketing execution, shifts in technologies or market demand and the other
factors described in Novell's and SilverStream's Annual Reports on Form 10-K for
the 2001 fiscal year and the most recent quarterly report filed by each with the
SEC. Novell and SilverStream disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date
of this press release.
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