8-KOther EventsExhibits & Filings

ORACLE CORP 8-K Report, Corporate Update (Dec 20, 2021)

Filed December 20, 2021For Securities:ORCLORCL-PD

Summary

Oracle Corporation announced on December 20, 2021, its entry into a definitive agreement to acquire Cerner Corporation in a cash tender offer. The proposed transaction values Cerner at $95.00 per share, representing a significant strategic move for Oracle. This acquisition is expected to enhance Oracle's capabilities, particularly in the healthcare sector, by integrating Cerner's extensive electronic health record (EHR) systems and data. Investors should monitor the progress of the tender offer and subsequent filings for further details on the transaction's financing and regulatory approvals, which are crucial for its completion and impact on Oracle's financial future.

Key Highlights

  • 1Oracle Corporation to acquire Cerner Corporation for $95.00 per share in cash.
  • 2The acquisition is structured as a cash tender offer, to be followed by a merger.
  • 3The transaction is governed by an Agreement and Plan of Merger dated December 20, 2021.
  • 4A wholly owned subsidiary of Oracle, OC Acquisition LLC, will commence the tender offer.
  • 5The deal signifies a major expansion for Oracle, particularly within the healthcare technology sector.
  • 6Investors are advised to review forthcoming tender offer materials (Schedule TO) and Cerner's Solicitation/Recommendation Statement (Schedule 14D-9) filed with the SEC.

Frequently Asked Questions

This 8-K filing announces Oracle Corporation's entry into a definitive agreement to acquire Cerner Corporation through a cash tender offer, detailing the key terms of the proposed transaction.

Oracle intends to acquire all outstanding shares of Cerner Corporation's common stock for a purchase price of $95.00 per share in cash.

The acquisition will be completed in two stages: first, a cash tender offer by Oracle's subsidiary to acquire all of Cerner's shares, followed by a merger where the subsidiary will merge with Cerner, making Cerner the surviving entity.

Oracle will commence the tender offer and file detailed tender offer materials on Schedule TO with the SEC. Cerner will also file a Solicitation/Recommendation Statement on Schedule 14D-9. These documents will contain important information for shareholders and will be made available once the tender offer officially begins.