REDWOOD SHORES, Calif., Oct. 28 /PRNewswire-FirstCall/ -- On October
9th, Oracle proposed to acquire BEA for $17 per share. That offer expired
today, October 28th, at 5:00 pm. The BEA shareholders should not assume
that Oracle will renew its $17 per share offer in the future. Over time
many things can change: BEA's business might materially weaken, the stock
market can fall further from its recent record highs, or Oracle may have
committed its capital elsewhere.
(Logo: http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO )
Over the last twenty days the BEA Board has repeatedly rejected our
offer and refused to meet with us, even though we offered to meet without
any preconditions. We asked the BEA Board to allow their shareholders to
vote on our $17 per share proposal. They chose not to. If the BEA
shareholders are unhappy with the behavior of the BEA Board it is up to
those shareholders, not Oracle, to take the appropriate action.
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 consummated by Oracle, 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
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Related links:
http://www.oracle.com/
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Deborah Hellinger, Public Relations,
+1-650-506-5158, deborah.hellinger@oracle.com, or Roy Lobo,
Investor Relations, +1-650-506-4073, investor_us@oracle.com, both
of Oracle
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