Oracle Letter Proposes to Buy BEA Systems for $17.00 per Share in Cash

Download image

    REDWOOD SHORES, Calif., Oct. 12 /PRNewswire-FirstCall/ -- Oracle
 Corporation ( ORCL) today confirmed that it delivered a letter to
 the Board of Directors of BEA Systems, Inc. ( BEAS) on October 9 in
 which Oracle proposes to acquire BEA for $17.00 per share in cash. The
 $17.00 per share offer is a 25% premium over yesterday's closing price of
 $13.62.
     (Logo: http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO)
     The letter indicates that Oracle is prepared to proceed immediately to
 a process that leads to a definitive agreement. "We have made a serious
 proposal including a substantial premium for BEA," said Oracle President
 Charles Phillips. "We believe our all cash offer provides the best value
 for BEA's shareholders and the best home for BEA's employees and customers.
 This proposal is the culmination of repeated conversations with BEA's
 management over the last several years. We look forward to completing a
 friendly transaction as soon as possible."
     "We intend to protect the investment customers have made in BEA's
 products by supporting those customers and products for years to come,"
 Phillips continued. "Our continuing support commitment has been amply
 demonstrated with all of our previous acquisitions, including PeopleSoft
 and Siebel. BEA will be no different. The acquisition of BEA by Oracle will
 enable an increase in engineering resources that will in-turn accelerate
 the development of our world-class suite of middleware. Both Oracle and BEA
 customers will benefit from this increase in engineering investment as they
 migrate to modern SOA technologies."
     Additional Information and Forward-Looking Statements
     This announcement is neither an offer to purchase nor a solicitation of
 an offer to sell securities of BEA Systems, Inc. Subject to future
 developments, additional documents regarding a transaction with BEA may be
 filed with the Securities and Exchange Commission (the "Commission") and,
 if and when available, would be accessible for free at the Commission's
 website at www.sec.gov. Investors and security holders are urged to read
 such disclosure documents, if and when they become available, because they
 will contain important information. The disclosure documents may also be
 obtained for free from Oracle, if and when available, by directing a
 request to Oracle, 500 Oracle Parkway, Redwood Shores, Attention: Investor
 Relations.
     Oracle is not currently engaged in a solicitation of proxies or
 consents from the stockholders of BEA. However, in connection with its
 proposal to acquire BEA, certain directors and officers of Oracle may
 participate in meetings or discussions with BEA stockholders. Oracle does
 not believe that any of these persons is a "participant" as defined in
 Schedule 14A promulgated under the Securities Exchange Act of 1934, as
 amended, in the solicitation of proxies or consents, or that Schedule 14A
 requires the disclosure of certain information concerning any of them.
 Information about Oracle's executive officers and directors is available in
 Oracle's Form 10-K for the year ended May 31, 2007, filed with the
 Commission on June 29, 2007. If in the future Oracle does engage in a
 solicitation of proxies or consents from the stockholders of BEA in
 connection with its proposal to acquire BEA, it will amend the information
 provided above to disclose the information concerning participants in that
 solicitation required by Rule 14a-12 under the Securities Exchange Act of
 1934.
     No assurance can be given that the proposed transaction described in
 this release will be successfully completed, or completed on the terms
 proposed or any particular schedule, that the proposed transaction will not
 incur delays in obtaining the regulatory or stockholder approvals required
 for a transaction or that we will realize the anticipated benefits of any
 proposed transaction.
     Any statements made in this release that are not statements of
 historical fact, including statements about our beliefs and expectations,
 including the proposed business combination of Oracle and BEA, are
 forward-looking statements within the meaning of the Private Securities
 Litigation Reform Act of 1995 and should be evaluated as such.
 Forward-looking statements include statements that may relate to our plans,
 objectives, strategies, goals, future events, future revenues or
 performance, and other information that is not historical information.
 These forward-looking statements may be identified by words such as
 "anticipate," "expect," "suggests," "plan," "believe," "intend,"
 "estimates," "targets," "projects," "could," "should," "may," "will,"
 "would," "continue," "forecast," and other similar expressions. Although we
 believe that these forward-looking statements and projections are based on
 reasonable assumptions at the time they are made, you should be aware that
 many factors could cause actual results or events to differ materially from
 those expressed in the forward-looking statements and projections.
     Factors that may materially affect such forward-looking statements
 include: our ability to successfully complete any proposed transaction or
 realize the anticipated benefits of a transaction; and delays in obtaining
 the regulatory or stockholder approvals required for the transaction, or an
 inability to obtain them on the terms proposed or on the anticipated
 schedule; and other factors described generally in Oracle's periodic
 reports filed with Commission. We do not intend to, and do not undertake a
 duty to, update any forward-looking statement or projection in the future
 to reflect the occurrence of events or circumstances, except as required by
 law. Any information concerning BEA contained in this release has been
 taken from, or is based upon, BEA's publicly available information and
 Oracle does not take any responsibility for the accuracy or completeness of
 such publicly available information.
 
 

SOURCE Oracle Corporation