Date: Thu, 7 Jan 93 11:50:06 PST
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From: cocot@osc.versant.com (HAVK vf n ertvfgrerq genqrznex bs ...)
To: surfpunk@osc.versant.com (SURFPUNK Technical Journal)
Subject: [surfpunk-0023] UNIX: Novell buying Unix System Labs
Keywords: surfpunk, USL, Novell, Dennis Ritchie, timeline, Esau

For phair use only.                     			--strick
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Source: From Open Systems Today, 4jan93, p4

What they're saying about the proposed sale of 
Unix System Laboratories to Novell.   


Dennis Ritchie (co-creator of UNIX):

	And Jacob said, Sell me this day thy birthright.  And Esau
	said, Behold, I am at the point to die: and what profit shall
	this birthright do to me?  And Jacob said, Sewar to me this
	day; and he sware unto him: and he sold his birthright unto
	Jacob.  Then Jacob gave Esau bread and pottage of lentils; and
	he did eat and drink, and rose up, and went his way:  thus Esau
	despised his birthright.  
						Genesis 25: 31-34

	... lest there be any fornicator, or profane person, as Esau,
	who for one morsel of meat sold his birthright.  For ye know
	how that afterward, when he would have inherited the blessing,
	he was rejected:  for he found no place of repenetance, though
	he sought it carefully with tears.

						Hebrews 12:16-17

Richard Stallman (Free Software Foundation):

	It's not very important who owns USL; what matters is what USL
	is doing, and how it affects the community.  AT&T got a free
	ride from UCB for a decade.  UNIX first became popular in its
	Berkeley version, because of the features UCB added.  The
	successor of AT&T, accustomed to an unearned advantage, is
	infuriated that UCB now aims to help everyone alike.

John Gilmore (Cygnus Support):

	Novell would give Microsoft the biggest kick in the pants it
	had ever seen if they would fire all the USL lawyers and make
	the UNIX system free to everyone in source code.  Suddenly, the
	best high-end OS would have free distribution and a huge
	network of support people (the Internet).  Novell retains
	control by providing a strong central organization that defines
	the future of UNIX.  They should be able to make $100 million a
	year just charging for support.  Fewer lawyers and licenses and
	more solid work is what'll beat Microsoft.  Factionalism and
	more legal leeching will play right into the hands.

Ed Krol (author of The Whole Internet User's Guide And Catalog):

	What I see now is UNIX being another weapon of the NT wars of
	'93.  If there is market pressuer to change UNIX in some way,
	there will be a lot of pressure for Novell to just do it,
	because it will mean a lot to them to lose the initial
	battles.  So I am afraid that UNIX will change less for the
	good of the future of UNIX and more for the good of the future
	of Novell.


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Timeline:  (Excerpts from Open Systems Today, 4jan93, pp4-5)

1969: Ken Thompson boots the first single-tasking, single-user UNIX
      on a PDP-7

1971: AT&T's Patent Office becomes first UNIX user

1974: ACM publishes Thompson & Ritchie's paper on UNIX

1975: Bell Labs licesnses UNIX to universities as a recruitment lure

      Thompson takes a sabbatical to teach undergrad courses at
      UC-Berkeley; holds informal evening classes in UNIX internals

1978: First production VAX delivered to Bell Labs for UNIX port
      in March.  

      Bill Joy gets a tape of the finished port at Berkeley in November.

1979: Berkeley bids for ARPAnet research contract -- leads to the Internet

1981: SUN founded by Andy Bechtolsheim to manufacture processor boards
      he designed for a Stanford thesis

1982: SUN becomes Sun Microsystem; Bill Joy joins, bringing Berkeley 
      BSD along.

      AT&T announces it will "support" UNIX.

1984: AT&T officially enters the computer business with its 3B family

1985: Sun intros NFS

      AT&T and Sun announce plans to merge SVR3 and BSD 4.2 by spring '86

1987: X Window System catapulted into standardhood by consortium of
      17 vendors out to prevent Sun's NEWS from becoming a standard

1988: AT&T buys 20 percent of Sun

      Ken Olsen [Digital] makes famous, oft-misquoted, "snake-oil" remark

      Internet worm, Nov 2  [Gene Spafford on TV...]

1991: AT&T buys NCR

      Apple and IBM announce joint venture

      Sun renames SunOS "Solaris 1.0"

      Novell NetWare is available for most UNIX versions

1992: Novell/USL joint venture Univel officially formed

      NetWare gets TCP/IP support

      Novell announces intent to purchase USL
	




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Date: around Chrismastime.  Old news.


Novell, Inc. and AT&T jointly announced today they have
signed a letter of intent for Novell to acquire UNIX Systems Laboratories.

USL is a subsidiary of AT&T that provides computer vendors with the UNIX
operating systems and related software and services based on open,
international standards for computing and communications.

Under the terms of the letter of intent, existing shares of USL common
stock would be exchanged for up to 12.3 million newly issued shares of
Novell common stock in a tax-free merger accounted for as a purchase.
Novell would issue approximately 11.1 million shares of common stock to
the current non-Novell USL shareholders.  In addition the outstanding USL
stock options and other equity incentives would be exchanged for Novell
stock all in accordance with the terms of USL employee plans and the
definitive agreement.

AT&T owns approximately 77 percent of the outstanding shares of USL.
Novell currently holds approximately 5 percent of USL's outstanding stock,
and 11 other investors hold approximately 18 percent.

The signing of the letter of intent has been approved by the boards of
directors of Novell and AT&T, but the merger remains subject to the approval
of USL stockholders, regulatory approvals, the signing of a definitive
merger agreement and other normal conditions to closing.  The acquisition
is expected to be completed during the first calendar quarter of 1993.

"Our support of UNIX systems, as evidenced by our earlier investment in
USL and the joint creation of Univel, has been driven by the widespread
use of UNIX at our customer sites and by our desire to work closely with
our industry partners," said Raymond J. Noorda, preseident and chief
executive officer of Novell.  "This acquisition is being done at the
urging of customers who have asked us to support the UNIX system directly
and integrate it more fully within the NetWare environment.  This reflects
the growing importance of UNIX systems which are increasingly being used
for rightsizing business applications on computer networks."

Novell recognizes and values the importance of UNIX as an open accessible
technology to OEM partners and customers around the world.  As part of
Novell, USL's commitment to fair and neutral access to UNIX technology
will not change.

Robert M. Kavner, AT&T group executive for communications products,
reiterated what the compnay has said since 1991 that AT&T intended to reduce
its ownership in USL, but that AT&T rmeains firmly committed to the UNIX
system.  "Associating USL with Novel, another strong company, will allow
USL to be an even more effective and flourishing force in the software
industry," Kavner said.

Roel Pieper, president and chief executive officer of USL, said:  "The
two best technologies for open systems and interoperability are coming
together within one company.  The UNIX system provides reliable, secure
sophisticated capabilities for network computing applications.  The NetWare
environment provides integrated cross-platform system services.   The
combination of the two enables distributed computing solutions to be deployed
simply and cost effectively - from desktops to mainframes."


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After months of speculation and half-hearted denials Novell Inc last
week finally made the move to acquire all of Unix System Laboratories
Inc from AT&T Co and its eleven other stockholders.  On Sunday December
20th at 10pm it signed a letter of intent to make the acquisition in a
stock swap valued at roughly $320m for the 95% of USL it does not yet
control. The sum is about four times USL's current revenues. The whole
of USL was valued at $325m eighteen months ago when AT&T sold off the
first 21.7%.  Novell expects to close the deal in the first quarter of
1993. It has the blessings of USL's board, which includes
representatives from Ing C Olivetti & Co SpA, Fujitsu Ltd,  and MIT,
but the merger must still be approved by USL's other stockholders like
Sun Microsystems Inc as well as the appropriate regulatory agencies.
The three companies have been hammering out their understanding over
the last few weeks: AT&T and USL have sought and reportedly received
personal assurances from Novell chief Ray Noorda of the continued
independence of Unix and the observation of the proprieties of open
systems, neutrality and level playing fields. These terms must now be
translated into a definitive agreement and a modus operandi that will
be worked out on a daily basis between the two companies. USL will be
run as a free- standing wholly-owned Novell subsidiary. Its current
relationships with its OEMs and organisations such as the Open Software
Foundation, Unix International and X/Open will be left intact as will
its early access programmes. Its product line, including the Tuxedo
transaction processing monitor, will be separate from Novell's.
However, Novell, which claimed it was acting on the urgings of its
customers, is expected to press the integration and interoperability of
NetWare and Unix, the development of common management framework and
common application framework ABIs to put at the service of third-party
software developers and mission-critical accounts intent on rightsizing
and employing distributed solutions. NetWare will be played as the
network services provider and Unix as the application server.  The
desktop will be anybody's game. Novell is promising tighter integration
with MS-DOS, Windows, OS/2, Apple Mac and Unix clients.

On the day the merger was announced, USL president Roel Pieper, who
will report to Noorda, claimed a positive reaction to the move from
AT&T's old enemies Hewlett-Packard Co and IBM who always fretted over
AT&T's control, its hardware biases and its association with the bad
blood that drove the industry apart. He told Unigram.X that the Novell
takeover gives these companies "a more logical and fundamental
opportunity to line up more," hinting that it may foster "things the
market hasn't seen yet." It is believed the alignment of Novell behind
Unix will make it more difficult for Microsoft Corp to run roughshod
over the industry. Novell anticipates lending USL marketing,
educational, services and infrastructure help that will accelerate the
adoption of Unix. Sun Microsystems and its own software facility,
SunSoft Inc, remain the merger's wild cards. Pieper tried and failed to
get hold of the outfits to brief them and to gauge their reaction.
Sun's warm and cuddly alliance with AT&T, the original cause of the
bloody Unix wars, has now turned almost 180 degrees with Sun looking
increasing out in the cold. AT&T said it should realise a gain in
excess of $100m in net income and will hold 3% of Novell's stock. It
expects it to increase in value.  Novell is handling the transaction as
a purchase rather than a pooling of interests and will take a one-time
write-off of up to $250m the quarter the deal closes. It will amortize
the rest of the next five to fifteen years.  The only affect on the
merger plan disgruntled stockholders, if there are any, could have is
apparently to demand cash.

The Federal Trade Commission has completed its 30-month investigation
into the business practices at Microsoft Corp and has decided that the
company has engaged in anticompetitive behaviour, according to the
December 28 issue of  BusinessWeek .  It says the  investigators are
preparing a wide range of recommendations on  how to proceed against
Microsoft - everything from splitting the company into pieces, to
erecting a Chinese Wall between divisions, to altering the way its
software is sold to computer manufacturers.  If the commissioners vote
to proceed against Microsoft, they may move quickly, the magazine
says.  Agency staffers want the Commission to seek a Federal court
injunction barring Microsoft from what they consider abusive
practices.  Some Wall Street analysts responded in rage to the report,
Reuter reports: "Even to have a recommendation of splitting up the
company is ridiculous," says Piper Jaffray analyst David Rothschild.




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