CALDERA AND SCO EXPAND ACQUISITION AGREEMENT TO INCLUDE SCO OPENSERVER TECHNOLOGY Tuesday 13 February 2001 PDF Print Orem, UT/Santa Cruz, CA-February 9, 2001-Caldera Systems, Inc., (Nasdaq: CALD) and The Santa Cruz Operation, Inc. (SCO) (Nasdaq: SCOC) today announced they have amended the agreement to purchase the SCO Server Software and Professional Services divisions by Caldera Systems. Under the terms of the new agreement, the SCO OpenServer product line will be included as part of the proposed SCO Server Software Division acquisition, giving Caldera complete ownership of SCO's operating system products. In the original agreement announced on August 2, 2000, SCO retained the SCO OpenServer intellectual property and Caldera purchased the rest of the SCO server business and acted as sole distributor for SCO OpenServer products. As a result of the new agreement, the companies will file an amended Joint Proxy Statement/Prospectus with the Securities and Exchange Commission. Due to the revised transaction terms, the companies expect the transaction to close during the second calendar quarter of 2001, instead of the previously anticipated first calendar quarter. The terms of the new agreement call for Caldera to pay SCO cash consideration of $23 million at the close of the transaction as well as a note for $8 million due in four quarterly installments beginning in the second year following the close of the transaction. Additionally, SCO will receive 16 million shares of the resulting company, Caldera International, Inc. The companies have also agreed to share revenue from SCO OpenServer products for a period of three years, if sales exceed pre-defined levels during that time. Caldera will also receive an assignment by SCO of its accounts receivable from certain long-term agreements that become due subsequent to the close of the transaction. These receivables will vary depending on the timing of the transaction and product usage by customers, currently estimated to be $3-4 million. The terms of the previous agreement called for $7 million in cash at closing and approximately 18 million shares, of which approximately 2 million would be used to fund options for SCO employees transferring to Caldera. In the new agreement, Caldera will provide for options to those employees. Ransom Love, president of Caldera Systems, commented, "With the SCO OpenServer technology purchase, Caldera will not only have created the first and largest combined UNIX and Linux channel, it will be able to provide all current SCO Server Software Division customers with new and existing solutions from one source. The purchase further simplifies Caldera's internal administration, roadmap control and communication, allowing better service to its customers." Doug Michels, CEO of SCO said, "I am pleased that the simplification of the transaction will help SCO achieve its goal of creating a pure-play company focused on our Tarantella products. The overall consideration and increased cash component will enable us to proceed with our plan to reinvent ourselves around our Tarantella business and drive Tarantella, Inc. to be the leading provider of web-enabling software." About SCO OpenServer technology SCO OpenServer products are cost effective and reliable commercial UNIX server systems for small to medium businesses and major retail replicated sites. SCO OpenServer products deliver high quality UNIX applications on the Intel processor-based hardware platform and are the cornerstone of a leadership role that SCO has played in the UNIX-on-Intel market This press release was distributed by ResponseSource Press Release Wire on behalf of Text 100 London in the following categories: Consumer Technology, Personal Finance, Business & Finance, Computing & Telecoms, for more information visit https://pressreleasewire.responsesource.com/about.