Why Microsoft Can’t Afford To Let Novell Die

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Make no mistake – The hedge fund offer for Novell could effectively mean the end of the company. And Microsoft could suffer the worst, says Peter Judge

This week, Elliot Associates, a hedge fund, offered to buy Novell. The offer signals a bid to break up the company, and could be extremely bad news for open source … and also for Microsoft.

Novell has been struggling for fifteen years to find a coherent role, having abandoned its effort to destroy Micrsoft in head-on competition. In the last few years, after its successful purchase of SUSE and Ximian in 2003, it has been a leading player in open source – albeit one whose credibility is tainted for some by its support deal with Microsoft.

Hedge fund bids for Novell

Elliot Associates’ bid to buy Novell emerged this week and amounts to a rather low offer for a company which has $1 billion in the bank. Elliot has a reputation as a “vulture capitalist”, and is expected to simply break the company up, sell the parts and pocket a profit if the deal goes through.

But is that really the most likely result? There’s a fascinating explanation of the hostile-bid process on the Standards Blog of technology lawyer Andy Updegrove, which outlines several possibilities, and makes the point that “one of the companies that may have the most to lose if Elliott acquires Novell is Microsoft”.

Elliot is in a position of strength, and can effectively try to force Novell’s board to agree to the bid, because they all have a legal liability, and might face a shareholder revolt if they turn down a good bid. Alternatively, Elliot can wait for the price of Novell shares to go up (inevitable, given it has offered money for it) and then simply walk away.  It could then sell the eight percent of the company it already owns for a profit, and leave the Novell board the task of convincing the world it’s not a lame duck.

Sun’s open source chief takes a pot-shot

That’s not a great position to be in, and the open source chief at Sun couldn’t resist a swift jibe on his blog: “Seems even with Microsoft’s support Novell couldn’t cut it.” A remark that looks ill-judged, given that Sun itself couldn’t survive on its own, and Phipps may find that his company’s new owner, Oracle, has misgivings about open source.

To avoid meltdown or asset-stripping, Novell can try and find a preferred bidder – a company with some interest in running Novell as a business, and preferrably a tech company. Or another company may make a move independently. But who might that be?

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