Caldera and SCO expand acquisition agreement

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Feb 9, 2001, 12:25:47 PM2/9/01
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CALDERA AND SCO EXPAND ACQUISITION AGREEMENT
TO INCLUDE SCO OPENSERVER TECHNOLOGY

Orem, UT/Santa Cruz, CAFebruary 9, 2001Caldera 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.

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