Novell CEO to step down in stock swap with Cambridge Technology

Network software provider Novell on Monday said Chief Executive Eric Schmidt will step aside as part of the company's $266 million acquisition of Cambridge Technology Partners.

Novell and Cambridge Technology Partners, two companies that have watched their stock prices and financial results slip in recent quarters, announced Monday that they have joined forces in a stock deal.

Schmidt said he will continue to serve as chairman and chief strategist for Novell.

Novell (Nasdaq: NOVL), which develops network management and operating system software, said it would exchange 0.668 shares of its common stock for each outstanding share of Cambridge Technology Partners (Nasdaq: CATP).

Based on Novell's closing stock price of $6.06 a share Friday, the deal is valued at more than $266 million.

Novell said the merger will allow it to provide corporations with Internet products and services.

Cambridge Technology Partners provides information technology and e-commerce strategy consulting services.

Novell shares closed off 25 cents to $5.81 ahead of the merger announcement before falling to $5.44 in after-hours trading. Cambridge Technology shares trimmed 21 cents to $3.09 before moving up to $3.65 in extended trading.

Novell executives said the transaction will be accounted for as a purchase and should be completed sometime in the third quarter. Cambridge Technology Partners will become a wholly owned subsidiary of Novell.

The deal has already been approved by both company's board of directors.

"This move is strategically consistent with where we are taking Novell. The combined talent of Novell and Cambridge will bring us closer than ever to capturing the value of Novell's Net services strategy," Schmidt said in a prepared release.

Bill Loomis, analyst at Legg Mason said, "I see this as a merger between two companies that have struggled to find their stride in their individual spaces."

"The price wasn't much of a premium, about 25 percent above Cambridge's closing price Monday. However I'm sure their shareholders would have preferred a cash deal at a higher premium."

Hard times for both companies
Last week, Cambridge Technology Partners warned that its first-quarter sales would miss analysts' estimates. In January, it announced it would ax 280 employees as part of its ongoing effort to reach profitability.

It now expects to post sales of around $120 million in the quarter, down from previous estimates of $125.1 million.

First Call consensus pegs it for a loss of 12 cents a share in the quarter.

Company executives said Cambridge Technology hopes to post an operating profit for 2001 on sales of $525 million, down from $586.6 million in fiscal 2000.

Novell has also trimmed its work force in recent quarters in an effort to cut costs and move back into the black.

Last quarter, it posted a profit of $3.2 million, or 1 cent a share, on sales of $245 million, topping analysts' reduced estimates.

However, it cut its fiscal 2001 sales target to roughly $1 billion and earnings predicts earnings of between 17 cents and 18 cents a share.

In fiscal 2000, Novell earned 55 cents a share on sales of $1.16 billion.

Both stocks have seen far better days.

Novell shares peaked at $34.56 last March before falling to a 52-week low of $4.75 in January.

Cambridge Technology Partners moved up to a high of $18.13 last March before it dipped to a low of $1.38 in December.