8-KOther EventsExhibits & Filings

ORACLE CORP 8-K Report, Corporate Update (Feb 28, 2008)

Filed February 28, 2008For Securities:ORCLORCL-PD

Summary

Oracle Corporation (ORCL) has filed an 8-K report on February 27, 2008, announcing a significant development in its proposed acquisition of BEA Systems, Inc. The U.S. Department of Justice and the Federal Trade Commission have granted early termination of the review period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. This is a crucial step forward, indicating that U.S. antitrust regulators have raised no objections to the deal at this time. The acquisition is still contingent upon approval from BEA stockholders, who are scheduled to vote on the merger at a special meeting on April 4, 2008. Additionally, Oracle requires regulatory clearance from the European Commission and satisfaction of other customary closing conditions. Investors should monitor these remaining approvals and conditions for the successful completion of the transaction.

Key Highlights

  • 1U.S. antitrust regulators (DOJ and FTC) have granted early termination of the Hart-Scott-Rodino review period for Oracle's proposed acquisition of BEA Systems.
  • 2This early termination signifies a lack of immediate antitrust concerns from U.S. authorities regarding the merger.
  • 3BEA Systems has scheduled a special stockholder meeting for April 4, 2008, to vote on the proposed merger.
  • 4The transaction remains subject to BEA stockholder approval, regulatory clearance from the European Commission, and other closing conditions.
  • 5Oracle's filing includes a cautionary statement regarding forward-looking statements, emphasizing potential risks and uncertainties that could affect the closing of the transaction or impact results.
  • 6Additional information regarding the merger, including BEA's proxy statement, will be filed with the SEC and is available on the SEC's website.

Frequently Asked Questions

The primary news is that the U.S. Department of Justice and Federal Trade Commission have granted early termination of the antitrust review period for Oracle's proposed acquisition of BEA Systems. This is a positive development as it indicates U.S. regulatory bodies have no immediate objections to the deal.

Yes, the acquisition still requires approval from BEA Systems' stockholders at their meeting on April 4, 2008. Furthermore, Oracle needs to secure regulatory clearance from the European Commission and satisfy other customary closing conditions.

Investors can find more information by reviewing the materials filed with the SEC, including BEA's proxy statement, which will contain important details about the merger. These documents can be accessed free of charge on the SEC's website (www.sec.gov).

The filing mentions several risks, including the possibility that the transaction might not close or could be delayed. Other factors include general and industry-specific economic conditions, and potential adverse effects from competitive factors. Investors are advised to refer to filings by both Oracle and BEA for a comprehensive list of risks.