Oracle to Acquire BEA Systems

Jan 16, 2008, 00:00 ET from Oracle

    REDWOOD SHORES, Calif., Jan. 16 /PRNewswire-FirstCall/ -- Oracle
 Corporation (Nasdaq:   ORCL) and BEA Systems (Nasdaq:   BEAS) announced today
 they have entered into a definitive agreement under which Oracle will
 acquire all outstanding shares of BEA for $19.375 per share in cash. The
 offer is valued at approximately $8.5 billion, or $7.2 billion net of BEA's
 cash on hand of $1.3 billion. "We expect this deal to be accretive to
 Oracle's earnings by at least 1-2 cents on a non-GAAP basis in its first
 full year after closing," said Oracle President and Chief Financial Officer
 Safra Catz.
     "The addition of BEA products and technology will significantly enhance
 and extend Oracle's Fusion middleware software suite," said Oracle CEO
 Larry Ellison. "Oracle Fusion middleware has an open "hot-pluggable"
 architecture that allows customers the option of coupling BEA's WebLogic
 Java Server to virtually all the components of the Fusion software suite.
 That's just one example of how customers can choose among Oracle and BEA
 middleware products, knowing that those products will gracefully
 interoperate and be supported for years to come."
     "Over the past several months our Board of Directors, with the
 assistance of independent financial and legal advisors, has reviewed
 various ways to maximize stockholder value, including engaging in
 discussions with third parties about a possible sale of the company," said
 Alfred Chuang, BEA's Chairman and CEO. "This transaction is the culmination
 of that diligent and thoughtful process, and we believe it is in the best
 interests of our shareholders. I am confident our innovative products,
 talented employees and worldwide customer base will be key contributors to
 the success of the combined company over the long term. We look forward to
 working with Oracle toward a successful completion of the transaction."
     "BEA is a pioneer in middleware, and this combination recognizes the
 innovation and customer success the company has achieved. Our joint
 customers have consistently suggested this deal for more than three years,"
 said Oracle President Charles Phillips. "This transaction will accelerate
 the adoption of Java-based middleware technologies and SOA; advance
 innovation in enterprise applications infrastructure software; extend our
 strategic relationships with customers and partners; and increase our
 penetration in key regions like China."
     The Board of Directors of BEA Systems has unanimously approved the
 transaction. It is anticipated to close by mid-2008, subject to BEA
 stockholder approval, certain regulatory approvals and customary closing
     There will be a conference call to discuss the transaction at 6:00 a.m.
 PT today. Investors can listen to the conference call by dialing
 719-325-4780. A replay will be available for 24 hours after the call ends
 at 719-457-0820, passcode: 3644405. A live audio webcast of the call will
 be made available at and a replay will be
 available for seven days after the call ends.
     About Oracle
     Oracle (Nasdaq:   ORCL) is the world's largest enterprise software
 company. For more information about Oracle, please visit our Web site at
     About BEA
     BEA Systems, Inc. (Nasdaq:   BEAS) is a world leader in enterprise
 infrastructure software. Information about how BEA helps customers build a
 Liquid Enterprise(tm) that transforms their business can be found at
     Oracle is a registered trademark of Oracle Corporation and/or its
 affiliates. Other names may be trademarks of their respective owners.
     Cautionary Statement Regarding Forward-Looking Statements
     This document contains certain forward-looking statements about Oracle
 and BEA including statements that involve risks and uncertainties
 concerning Oracle's proposed acquisition of BEA. Actual events or results
 may differ materially from those described, expressed or implied in this
 press release due to a number of risks and uncertainties, many of which are
 beyond the control of Oracle or BEA. The potential risks and uncertainties
 include, among others, the possibility that the transaction will not close
 or that the closing may be delayed, general economic conditions, industry
 specific conditions and the possibility that Oracle or BEA may be adversely
 affected by other economic, business, and/or competitive factors. In
 addition, please refer to the documents that Oracle and BEA, respectively,
 file with the Securities and Exchange Commission on Forms 10-K, 10-Q and
 8-K. These filings identify and address other important factors that could
 cause Oracle's and BEA's respective financial and operational results to
 differ materially from those contained in the forward-looking statements
 set forth in this document. Accordingly, no assurances can be given that
 any of the events anticipated by the forward-looking statements will
 transpire or occur, or if any of them do so, what impact they will have on
 the results of operations or financial condition of Oracle or BEA. Oracle
 and BEA are under no duty to update any of the forward-looking statements
 after the date of this document to conform to actual results.
     Additional Information about the Merger and Where to Find It
     In connection with the proposed merger, BEA will file a proxy statement
 with the Securities and Exchange Commission (the "SEC") Additionally, BEA
 and Oracle will file other relevant materials in connection with the
 proposed acquisition of BEA by Oracle pursuant to the terms of an Agreement
 and Plan of Merger by and among Oracle, Bronco Acquisition Corporation, a
 wholly-owned subsidiary of Oracle, and BEA. The materials to be filed by
 BEA with the SEC may be obtained free of charge at the SEC's web site at Investors and security holders of BEA are urged to read
 the proxy statement and the other relevant materials when they become
 available before making any voting or investment decision with respect to
 the proposed merger because they will contain important information about
 the merger and the parties to the merger.
     Oracle, BEA and their respective directors, executive officers and
 other members of its management and employees, under SEC rules, may be
 deemed to be participants in the solicitation of proxies of BEA
 stockholders in connection with the proposed merger. Investors and security
 holders may obtain more detailed information regarding the names,
 affiliations and interests of certain of Oracle's executive officers and
 directors in the solicitation by reading the proxy statement and other
 relevant materials filed with the SEC when they become available.
 Information concerning the interests of BEA's participants in the
 solicitation, which may, in some cases, be different than those of BEA
 stockholders generally, is set forth in the materials filed with the SEC on
 Form 10-K and will be set forth in the proxy statement relating to the
 merger when it becomes available.