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.

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