AT&T NEWS Release

Novell completes acquisition of UNIX System Laboratories

PROVO, Utah -- Novell Inc. the computer networking company announced the completion of its acquisition of UNIX System Laboratories following a vote of approval Monday by the shareholders of USL.

Novell will exchange 11.1 million shares of its common stock for the outstanding shares of USL stock it does not already own. The tax-free exchange of shares is being accounted for as a pur- chase. As indicated in December 1992 when the transaction was first announced, Novell expects to incur a one-time write-off of purchased research and development of approximately $270 million, based on the valuation of the transaction.

This write-off will be reflected in Novell's financial results for its third fiscal quarter ending July 31, 1993. On a per share basis, this purchased R&D will represent a charge against Novell earnings of up to 85 cents in its third fiscal quarter.

USL has become a wholly owned subsidiary of Novell. Roel Pieper continues as president and chief executive officer of the USL subsidiary, reporting to Raymond J. Noorda chairman of Novell. Pieper also becomes an executive vice president at Novell. The Univel company, formed as a partnership between Novell and USL in December 1991, continues to operate from its headquarters in San Jose, California.

Completion of the acquisition follows the signing of a letter of intent between Novell and AT&T on Dec. 20, 1992. The companies reached a definitive agreement for the transaction on Feb. 16, 1993.

AT&T now holds approximately 9 million shares of Novell com- mon stock, or three percent of the outstanding shares, after ex- changing their 77 percent interest in USL for Novell stock. AT&T has indicated its intention to hold its shares of Novell as an investment.

USL, based in Summit, N.J., develops and markets the UNIX* System V operating system, the TUXEDO* Enterprise Transaction Processing System, the C++ Programming Language System and other standards-based system software products to the worldwide com- puter industry. USL also provides education and management con- sulting for UNIX systems and related technologies.

Univel develops and markets UnixWare*, an easy-to-use UNIX system that is tightly linked to network services provided by Novell's NetWare* system software. UnixWare is an advanced 32-bit operating system for computers using industry standard Intel microprocessors.

Novell Inc. is the computer networking company, developer of network services and specialized and general purpose operating system products, including NetWare, UnixWare and Novell DOS. Novell's NetWare network computing products manage and control the sharing of services, data and applications among computer workgroups, departmental networks and across enterprise-wide in- formation systems.

* UNIX is a registered trademark in the United States and elsewhere, licensed exclusively through X/Open Company Ltd. NetWare and TUXEDO are registered trademarks of Novell Inc. UnixWare is a trademark of Univel.

For information about UNIX system, visit Novell's website

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