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Oracle to Acquire BEA Systems
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.
(LOGO: http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO)
"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
conditions.
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 http://www.oracle.com/investor 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
http://www.oracle.com.
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
http://bea.com.
Trademarks
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
http://www.sec.gov. 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.
SOURCE Oracle
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