The $17.00 per share offer is a 25% premium over yesterday’s closing price of $13.62.
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.