State nickname and motto of Delaware. Delaware is a very naughty state. Without Delaware, all kinds of corporate malfeasance by Microsoft would not be possible.
The link is from somebody who SJVN describes as a “lawyer friend.” Well, that’s always possible. Any lawyer who spells “vice versa” as “vis-versa” might well be a chum of Steven’s. Personally, I think that SJVN is blowing smoke out of his ass here, and his subsequent comments (as always) indicate that this is so, but it’s worth comparing what this (Linux-friendly) lawyer actually says to what SJVN thinks he says.
Yup, it’s about Attachmate’s proposed purchase of Novell. The oink in the flyment is, as always, the fact that Microsoft is chipping in, via a mysterious Delaware corporation called CPTN. Delaware only requires a single page of disclosure from a company, so this one is rife for FUD.
There’s some sort of weird legal shenanigans going on about the acquisition of the actual company, which “Andy” defines as
a “reverse triangular merger.” In this type of transaction, the acquired company continues its corporate existence… On the closing date, that company will merge into Novell, rather than the other way around. This transactional structure is usually used to achieve two primary goals:
1. The assets of the acquirer are insulated from any unknown liabilities that the acquired company may have…
2. It will lessen a major headache under other structures, which is getting the permission of many hundreds of third parties to assign their contracts from Novell to the acquirer…
Neither of which has anything at all to do with Microsoft. (1) implies that Novell is a dodgy buy, and (2) implies that the whole deal is a mess.
SJVN’s take on this?
That’s good news for Novell’s customers. At the same time though, the financial side is not as sweet for Novell stockholders as I, and many others, first thought.
It is? It isn’t? Is it anything to do with Microsoft?
Well, not really, although both “Andy” and “Stevey” try to make it look like it is. On a purely financial basis, the deal breaks down as follows:
(1) The deal is valued (by stock offer) at $2.2 billion
(2) Novell is sitting on a cash pile of $1.1 billion
(3) CPTN, “the Microsoft consortium,” is paying $450 million for around 800 patents.
You or I might think that a Microsoft proxy is adding $450 million of shareholder value here; but not “Andy:”
Whether or not Elliott had assumed it could sell the patents for as much is impossible to tell.
And, of course, irrelevant. $450 million is $450 million, no matter how you slice it. In fact, given the cross-licensing agreement between Novell and Microsoft, this is presumably an exceptionally good deal for Novell shareholders. Not according to SJVN, though:
We’re still a long way from knowing all the details and exactly what role Microsoft has played in this merger. I’m more sure than ever though of one thing: the company that will benefit the most from the Novell merger is Microsoft.
Not, obviously, the shareholders in a publicly quoted company that is busy going down the tubes. Not, obviously, the shareholders who are being offered $6.10 as opposed to the Elliott Associates earlier offer of $5.75.
I realise that this all sounds like squabbling over chicken-feed, and it is, it is. It’s just annoying that business trivia like this (and it’s hardly a scandal) can be transmogrified into pseudo-technical FUD; particularly when absolutely none of it has anything whatsoever to do with Linux (despite SJVN’s vapid claims to the contrary). To sum up with “Andy:”
Does this new disclosure have any implications to Linux? The answer should be no, since copyrights cover the actual code, and not any underlying “inventions” that might be infringed by Linux (which is what patents cover). Despite strenuous efforts, SCO was never able to prove that Linux included any UNIX code, and therefore ownership of the UNIX copyright would not provide any rights against Linux developers, distro vendors or users.
The ownership of the UNIX copyright, as compared to any UNIX-related patents that might also be infringed by Linux, should therefore not be germane to anyone other than UNIX vendors and users. Stated another way, the fact that CPTN was interested in buying patents, but not the UNIX copyright, does not indicate that CPTN desires, or does not desire, to take any action against Linux vendors or users.
In other words, it’s business as usual.
SJVN mysteriously fails to quote m’learned friend on this point.
Oh yes: see also Who really bought Novell? Microsoft!
“I don’t have a bit of proof for this mind you.”
Classy!
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