Novell's CTO Jeff Jaffe has put up a interesting post today on how he sees identity management changing to address issues of corporate governance. Combining identity management, workflow and, now, with e-Security, event management, gives Novell a strong toolset for helping customers meet both management and compliance challenges. The posting is a good overview of the issues, the challenges, and how we think we help companies meet those challenges.
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Authors
- Bruce Lowry (204)
- Kerry Adorno (174)
- Charlotte Betterley (159)
- Kevan Barney (107)
- Amie Johnson (105)
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- Bret Fitzgerald (31)
- Frank Days (29)
- John Dragoon (24)
- Kim Lorusso (22)
- Ross Chevalier (13)
- Michael Applebaum (10)
- Matt Richards (5)
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- Kari Woolf (1)
- Wendy Steinle (1)
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Twitter
Mr. Lowry. Can you kindly permit a discussion of the sale of Celerant to Novell insiders.
Hi John. I'm not sure I understand the question. Do you mean the management buyout by Celerant? We provided a bit more of the financial implications of that for our Q3 revenues today in our earnings call. As a rule, we tend to steer clear of financial discussions on this blog, but I'm happy to try to clarify issues around Celerant, if I can. Thanks.
I mean the sale of Novell's ownership position in Celerant to Novell insiders (Celerant Mgt). I think I understand your desire to steer clear of discussions like this, but perhaps you can do the following things to clarify this:
1. Encourage a press release with the details of the fairness opinion which will show that Novell is looking out for Novell shareholders who own this asset.
2. Look into whether Novell met its GAAP reporting requirements for the Celerant subsidiary. I believe that the GAAP rules for 10% (of sales or assets) have not been met and I want shareholders to have the benefit of this information.
3. Provide all information necessary to show shareholders that the Celerant assets do not represent self-dealing. Please explicitly address the comparison of spinning off Celerant to shareholders versus the sale to Novell insiders (Celerant Mgt).
Mr. Lowry. You are awfully quiet after responding to my first request within minutes. Cat got your tongue ?
I am requesting that you open a forum for the discussion of Novells decision to transfer Celerant for .33 times sales.
Regards. John.
I'm quiet because I've been out at meetings most of the day, and not near my machine. But I'm afraid we're not going to get into a Celerant discussion on this blog. Our execs made some comments on Celerant in the earnings call yesterday, which you can listen to. We'd been exploring strategic alternatives for Celerant since last fall. The management buyout was the path taken. Thanks.
Mr. Lowry.
I have listened to the conference call. Based on the fact that this asset is being sold to Novell insiders (Celerant Mgt.) at a very, very, very low multiple to sales, I am concerned that Novell is guilty of self dealing.
Since Mr. Messman claimed this is a great deal for "all constituencies", I am concerned that he is not loyal to the constituency that he has a fiduciary responsibility to be loyal to: shareholders.
Mr. Messman's reference to "all constituencies" gives the impression he does not understand his responsibility to shareholders as the Chairman of the Board.
Furthermore, since it is considered a poor corporate governance practice for the Chairman of the Board to also be the CEO, I am further alarmed that Mr. Messman is unable to fulfill his fiduciary obligations to shareholders.
Put simply, Mr. Lowry, I believe Novell is selling it's shareholders up the river, and putting itself at great risk of regulatory and legal investigations.
Will you please pass my concerns to Mr. Messman ?
Thanks, John.
Mr. Lowry. Can you please pass my concerns to Mr. Messman ? As I said, I am concerned that the Celerant deal is an attempt to fraudulently move assets into the hands of "friends of Jack" at the detriment of shareholders. Regards, John.
I have passed this along.
Mr. Lowry,
I can assure you that John is not the only one who feels this way about Novell's poor execution/management and RIDICULOUS sale price of Celerant. There are going to be alot of unhappy long-term shareholders knocking on Messman's Weston, Ma front door demanding answers and a resignation, if things don't improve very soon at Novell. I've never seen a company with soo many excuses, and ALWAYS having a problem executing. What happened to Jack's comment to the investment community, "2005 is a rebuilding year, 2006 will be our year"? If you ask me or any other shareholder, it looks like 2006 is turning out to be another Novell flop year. In business, excuses don't cut it. You can't execute, your fired. You don't wait for customers to come to you, you go to them. All the news commentary on this company is a disgrace. We are all fed up and want to see changes NOW.
Thanks For Your Time, Doug N