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Novell and Corel Announce Definitive Agreements Orem, UT -- Ottawa, Canada -- January 31, 1996 -- Novell, Inc. and Corel Corporation today announced a definitive agreement for Corel to acquire the PerfectOffice application suite, WordPerfect word processing applications, QuattroPro spreadsheet and related software from Novell in exchange for 9.95 million shares of Corel common stock and $10.75 million in cash. Concurrently, Corel will license GroupWise client software, Envoy electronic publishing software and other technologies from Novell for a minimum royalty obligation of $70 million over the next five years.The common stock Novell will receive represents approximately 20 percent of Corel's current outstanding shares. Novell is also entitled to nominate a candidate for Corel's board of directors. The companies expect the agreements to close within thirty days, conditional on U.S. Government approval under the Hart-Scott-Rodino Act. Shareholder approval is not required by either company. Novell anticipates that after costs and other charges, the Corel agreement will result in a slight one-time extraordinary gain in Novell's second fiscal quarter ending April 27, 1996. The software being sold and licensed to Corel is a portion of that acquired in Novell's $855 million pooling-of-interests merger with WordPerfect Corp. in June 1994. Novell retains ownership of GroupWise, Envoy and other technologies acquired in that merger. Michael Cowpland, CEO of Corel, said, "We are very enthusiastic about the fit of these products within Corel's business. We believe they will strategically extend the solution value that Corel brings customers worldwide. Corel has earned the loyalty and support of millions of users and expects to attract the same level from current users of WordPerfect and PerfectOffice. Corel plans to release versions of these applications for Windows 95 and Windows NT this spring, continuing to deliver the product excellence that both WordPerfect and Corel customers have come to expect." Novell chairman and CEO Robert J. Frankenberg said, "Corel's success in developing and marketing best-of-breed PC application software products worldwide makes them an ideal partner to advance these application products in the future. For end-user customers, OEM and channel partners, Corel and Novell can ensure a smooth transition in areas of support, education, developer and licensing programs." Corel will lease facilities from Novell and hire certain Novell employees engaged in the continued development and support of application products. Corel is recognized internationally as an award-winning developer of PC graphics and multimedia software. CorelDRAW, Corel's industry-leading graphics software, is available in over 17 languages. After its purchase of the Novell application software, Corel becomes the second largest independent vendor worldwide of personal productivity applications. Corel Corporation is traded on the Toronto Stock Exchange (symbol: COS) and the NASDAQ, National Market System (symbol: COSFF). Novell, Inc. (NASDAQ: NOVL), is the world's leading networking software provider. Novell software provides the infrastructure for a networked world, enabling our customers to connect with other people and the information they need, anytime and anyplace. Novell partners with other technology and market leaders to help customers make networks a part of their everyday lives.
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