An investigation for investors of Novell, Inc. (NASDAQ:NOVL) was initiated after the Novell, Inc. announced its board of directors has agreed to a takeover by Attachmate Corporation at $6.10 per share. The investigation concerns whether the offer and sale process are unfair to Novell (NOVL) investors and certain officers and directors at Novell breached their fiduciary duties.

The investigation by a law firm concerns whether Attachmate Corporation., Novell, Inc. and certain of its officers and directors 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.

But the investigation by a law firm concerns whether the offer undervalues Novell, Inc. and the sale process is unfair to the shareholders of Novell, Inc. (NASDAQ:NOVL).
NOVL shares traded recently above the current offer. NOVL shares traded on as early as Oct 14 at $6.14 per share, and during September as high as $6.50 per share. In addition as recently as August 27, 2010, an analyst set a price target of $7.50 per share for Novell stock. Further Novell reported between 2006 and 2009 relatively consistent 12months Total Revenue ranging from $862.18million to $956.51million.
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.

Therefore the investigation concerns whether the Novell Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Novell, Inc. (NASDAQ:NOVL) and breached their fiduciary duties to Novell (NOVL) shareholder by failing to adequately shop the Company before entering into the transaction with Attachmate Corporation.