Date: Thu, 7 Jan 93 11:50:06 PST Reply-To: Message-ID: Mime-Version: 1.0 Content-Type: text/plain 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 ________________________________________________________________________ ________________________________________________________________________ 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. ________________________________________________________________________ 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 ________________________________________________________________________ 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." ________________________________________________________________________ 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. ________________________________________________________________________ ________________________________________________________________________ The SURFPUNK Technical Journal is a dangerous multinational hacker zine originating near BARRNET in the fashionable western arm of the northern California matrix. Quantum Californians appear in one of two states, spin surf or spin punk. Undetected, we are both, or might be neither. ________________________________________________________________________ Send postings to , subscription requests to . MIME encouraged. Xanalogical archive access soon. UNIX is still a registered trademark. ________________________________________________________________________ ________________________________________________________________________