An investor in NOVL shares filed a lawsuit alleging breaches of fiduciary duties by Novell directors arising out of their attempt to sell Novell, Inc. too cheaply via an unfair process to Attachmate Corp.

According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to Novell, Inc. (NASDAQ:NOVL) investors in connection with the proposed takeover.

On Monday, Nov. 22, 2010 Novell, Inc. (Nasdaq: NOVL) announced that it has entered into a merger agreement under which Attachmate Corporation would acquire Novell for $6.10 per NOVL share in cash in a transaction valued at approximately $2.2 billion. Novell, Inc. previously rejected an offer by Elliott Associates, L.P. to acquire all of the outstanding shares of Novell for $5.75 per share. Novell said the current offer of $6.10 resents a premium of 28% to Novell's closing share price on March 2, 2010, the last trading day prior to the public disclosure of Elliott Associates, L.P.'s proposal. Novell also announced it has entered into a definitive agreement for the concurrent sale of certain intellectual property assets to CPTN Holdings LLC, a consortium of technology companies organized by Microsoft Corporation, for $450 million in cash, which cash payment is reflected in the merger consideration to be paid by Attachmate Corporation.

Shares of Novell, which closed the trading day before the buyout news at $5.59, increased in response to the announcement to $5.96 per share.

The plaintiff alleges that the offered price of $6.10 is unfair to NOVL stockholders and amounts to a mere 9% premium over the Company’s stock price on the day prior to the announcement of the proposed acquisition, and is a 6.3% discount to the level at which Novell traded just two months ago. NOVL shares in fact traded on as early as Oct 14 at $6.14 per share, and during September as high as $6.50 per share. NOVL shares traded in 2008 as high as $7.45 per share, during 2007 at over $8 per share and during 2006 at almost $10 per share. In addition, so the plaintiff the offered price is substantially lower than the target prices maintained by a number of research analysts at the time of the proposed acquisition. As recently as August 27, 2010 an analyst set a price target of $7.50 per share for Novell stock. Further the plaintiff also alleges that the defendants breached their fiduciary duties by agreeing to preclusive deal protection devices, such as a no-solicitation, matching rights, and a $60million termination fee provision.