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Microsoft Organized Consortium Withdraws Filing in Germany - Will Refile

By Pamela Jones et al.

The Microsoft-organized consortium hoping to buy Novell's 882 patents has withdrawn its plan filed with German regulators:

Early in December Microsoft, Apple, EMC and Oracle notified the German regulator that they planned to form CPTN Holdings with a view to purchasing 882 of Novell's patents. But the filing was withdrawn (Rücknahme) on Dec. 30. No reason was given for the withdrawal by German authorities, but it is likely voluntary as authorities would not yet have had time to investigate the proposal.

However, in recent weeks the German Federal Cartel Office has received letters and recommendations from various open-source organizations including the U.S.-based Open Source Initiative (OSI) and the Free Software Foundation Europe (FSFE).

Todd Bishop of TechFlash, however, reports that Microsoft says it was a procedural move, to allow more time for review. That makes no sense to me, so stay tuned. Steven J. Vaughan-Nichols now confirms that Microsoft told him the same thing, that the deal is still on:

Sources close to Novell told me that was indeed the case. The CPTN group will be re-filing to obtain the patents. Their plans haven't changed a bit. A Microsoft representative confirmed that CPTN was still planning on buying the patents. The PR rep said, "This is a purely procedural step necessary to provide time to allow for review of the proposed transaction."

I believe they need more time, but why? I don't know what process such a procedural step could be part of.

Update: The Explanation:

Carlo Piana noticed the withdrawal in Novell Revised Proxy Statement filed with the SEC a week or so ago. And it reads:

The parties to the merger originally filed their respective notification and report forms pursuant to the HSR Act with the FTC and DOJ on December 1, 2010 and the initial 30-day waiting period would have expired on December 31, 2010. In order to provide the DOJ with additional time to review the information submitted by the parties, Attachmate is voluntarily withdrawing its HSR Act notification form, effective December 31, 2010 and intends to re-file for the same transaction on or about January 3, 2011. The effect of this re-filing will also be to extend the waiting period under the HSR Act to a date 30 days from the date of the re-filing, unless earlier terminated or extended by the DOJ requesting additional information from the parties.

So now we know and we can all breathe again normally.

: D

Full post as published by Groklaw on January 11, 2011 (boomark / email).