By Lisa Kerner
Charlotte, N.C., Jan. 16 - Oracle Corp. agreed to acquire all outstanding shares of BEA Systems, Inc. for $19.375 cash per share.
The deal is valued at about $8.5 billion, or $7.2 billion net of BEA's cash on hand of $1.3 billion.
BEA's board has unanimously approved the transaction which is slated to close by mid-2008.
The deal is expected to be accretive to Oracle's earnings by at least 1 to 2 cents on a non-GAAP basis in its first full year after closing.
It was previously reported that BEA refused an earlier Oracle offer of $17.00 per share, believing it to be too low, and said it was seeking an offer of at least $21.00 per share.
"The addition of BEA products and technology will significantly enhance and extend Oracle's Fusion middleware software suite," Oracle chief executive officer Larry Ellison said in a company news release.
"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," Oracle president Charles Phillips added.
Affiliates of Carl C. Icahn, holding some 13% of BEA's common stock, agreed to vote their BEA shares in favor of the merger.
In November, Icahn entered into a confidentiality agreement with BEA. The activist had urged BEA to avoid a proxy fight with Oracle by conducting an auction process and letting shareholders decide the fate of the company.
Regarding the proposed acquisition of BEA by Oracle, Icahn said in a statement, "This transaction is an excellent example of the great results that can be achieved for all constituencies when the shareholder activist is able to work cooperatively with management."
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.
| Acquirer: | Oracle Corp.
|
| Target: | BEA Systems, Inc
|
| Announcement date: | Jan. 16
|
| Transaction total: | $8.5 billion
|
| Price per share: | $19.375
|
| Expected closing: | Mid-2008
|
| Stock price of target: | Nasdaq: BEAS: $15.58 on Jan. 15
|
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