What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to announce that Oracle Corporation has entered into a definitive Agreement and Plan of Merger to acquire BEA Systems, Inc.

What is the proposed acquisition price for BEA Systems?

Oracle will acquire BEA Systems for $19.375 per share in cash.

What are the key conditions for the merger to be completed?

The key conditions include obtaining approval from BEA stockholders, securing regulatory clearance under antitrust laws (such as the Hart-Scott-Rodino Act and European Commission merger control laws), and satisfying other customary closing conditions.

Are there any financial penalties if the deal does not go through?

Yes, the Merger Agreement includes provisions for termination fees. BEA may be obligated to pay Oracle $250 million if the agreement is terminated under certain circumstances, and Oracle may be obligated to pay BEA a reverse termination fee of $500 million under specific termination scenarios.

ORCL/ORCL-PD 8-K: Material Agreements

Summary

This 8-K filing from Oracle Corporation (ORCL) on January 18, 2008, announces a significant material definitive agreement: the entry into a merger agreement to acquire BEA Systems, Inc. The transaction is structured as an all-cash acquisition where Oracle's wholly-owned subsidiary, Bronco Acquisition Corporation, will merge with BEA. Upon completion, BEA will become a wholly-owned subsidiary of Oracle, and BEA common stock will be converted into cash at a price of $19.375 per share. This strategic move indicates Oracle's intent to expand its market position and product offerings through acquisition. The deal is subject to customary closing conditions, including regulatory approvals (like HSR and European Commission) and BEA stockholder approval. The filing also details provisions for termination fees, with BEA potentially paying Oracle $250 million and Oracle potentially paying BEA a reverse termination fee of $500 million under certain circumstances. Additionally, Oracle has secured voting agreements from BEA's CEO, Alfred Chuang, and certain Icahn-affiliated stockholders, representing approximately 13% of BEA's stock, to support the merger.

Key Highlights

1Oracle Corporation has entered into a definitive agreement to acquire BEA Systems, Inc. for $19.375 per share in cash.
2The acquisition will be conducted through Oracle's subsidiary, Bronco Acquisition Corporation, merging with BEA.
3BEA Systems will become a wholly-owned subsidiary of Oracle upon successful completion of the merger.
4The transaction is contingent upon receiving necessary regulatory approvals, including HSR and European Commission clearance.
5BEA stockholder approval is required for the merger to proceed.
6Termination fees are outlined: BEA may pay Oracle $250 million, and Oracle may pay BEA $500 million under specific termination scenarios.
7Oracle has secured voting agreements from key BEA shareholders, including the CEO and Icahn-affiliated entities, representing approximately 13% of BEA's stock, to vote in favor of the merger.

ORACLE CORP 8-K Report, Material Agreement (Jan 18, 2008)

Summary

Key Highlights

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