Oracle responds to bea letter-an email from President of Oracle

Source: Internet
Author: User
Bob Wynne
Oracle PR
+ 1.2.16.506.5834
Bob.wynne@oracle.com
Roy Lobo
Oracle Investor Relations
+ 1.2.16.506.4073
Investor_us@oracle.com
Oracle responds to bea letter
Redwood Shores, Calif .,12--200-2007 pmOracle Corporation (NASDAQ: orcl) today delivered the following letter to the board of directors of BEA Systems, Inc. (NASDAQ: Beas ).

October 12,200 7
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 receipof Bill Klein's letter dated October 11, I contacted him to address any process concerns. bill and I agreed on an accelerated process that wocould be, by anyone's standard, "Short in duration" and not "open-ended" and that wocould permit Bea to not "divulge competively sensitive information."

Bea's management agreed to meet this morning at am 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 canceled 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 wocould 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 wocould 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 defined holders 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 activist should holders 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 buy securities of BEA Systems, Inc. subject to future developments, additional statements regarding a transaction with Bea may be filed with the Securities and Exchange Commission (the "Commission") and, if and when available, wocould be accessible for free at the Commission's website at www.sec.gov. investors and security holders are urged to read such disclosure statements, if and when they become available, because they will contain in important information. the disclosure statements 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 31,200 7, filed with the Commission on June 29,200 7. 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 abve to disclose the information concerning participant 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 participant 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 shocould 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," "risk CT," "suggests," "plan," "believe," "intend," "estimates, "" targets, "" projects, "" cocould, "" shocould, "" May, "" will, "" wocould, "" 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 shoshould be aware that expose factors cocould 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, limit T as required by law. any information concerning Bea contained in this release has been taken from, or is based, 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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