REDWOOD SHORES, Calif., Oct. 12 /PRNewswire-FirstCall/ -- Oracle Corporation today delivered the following letter to the Board of Directors of BEA Systems, Inc. .
(Logo: http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO) October 12, 2007 Board of Directors BEA Systems, Inc. 2315 North First Street San Jose, CA 95131 Dear Members of the Board of Directors:
As discussed with your management team, Oracle remains available to discuss and complete a transaction quickly and efficiently.
We believe that it is important to clarify the sequence of activities that have transpired over the past few days. Upon receipt of Bill Klein's letter dated October 11, I contacted him to address any process concerns. Bill and I agreed on an accelerated process that would be, by anyone's standard, "short in duration" and not "open-ended" and that would permit BEA to not "divulge competitively sensitive information."
BEA's management agreed to meet this morning at 10:00am Pacific time to commence a process intended to result in the execution of definitive agreements before the open of business on Monday, October 15. Unfortunately, BEA cancelled the meeting late last night and declined our invitations to reschedule. In my subsequent discussions with Bill earlier today, I asked whether there was any process that BEA would prefer to follow to move towards a friendly transaction and was told that BEA had no such process in mind.
We are available to proceed immediately with a process that would lead to a friendly transaction. In the meantime, we remain committed to our proposed price of $17.00 per share, provided that the BEA Board and management team do not institute any measures which reduce the value of the company or shift value from BEA's shareholders to the management team. Our proposed price is a substantial premium to an already-inflated stock price that reflected speculation of the potential sale of BEA and represents a more than 40% premium to BEA's stock price before the appearance of activist shareholders in mid-August of this year.
Sincerely, ORACLE CORPORATION Charles Phillips President 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 http://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.
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