BEA Systems lets Oracle deadline pass, responds to Icahn

By Lisa Kerner

Charlotte, N.C., Oct. 29 - BEA Systems, Inc., in an Oct. 29 letter to Carl C. Icahn, said it is not opposed to an acquisition of the company. However, Oracle Corp.'s $17-per-share offer "significantly undervalues BEA" and BEA Systems will "vigorously oppose a sale to Oracle or anyone else at that price."

The letter was included in a company news release and was in response to Icahn's Oct. 26 letter to BEA Systems. Icahn suggested that the company avoid a disruptive proxy fight and possible lawsuit by conducting an auction process and letting BEA Systems shareholders accept or reject the highest bidder's proposal.

In addition, the investor called BEA Systems' "public declaration of a $21 per share 'take it or leave it' price" a "management entrenchment tactic, not a negotiating technique."

BEA Systems said it would let Oracle's deadline to accept its $17-per-share offer expire while holding out for a per-share price offer of at least $21, it was reported earlier.

Oracle's offer expired at 5 p.m. on Sunday. The company said BEA Systems has repeatedly rejected Oracle's offer and refused "to meet without any preconditions." Oracle also called BEA Systems' $21-per-share requirement "an impossibly high price."

"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," Oracle stated in a news release.

BEA Systems is based in San Jose, Calif., and makes enterprise application and service infrastructure software. Oracle is a Redwood City, Calif.-based enterprise software company.

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