Oracle Buys Sun Redwood Shores, CA - April 20, 2009
Oracle
Corporation (NASDAQ: ORCL) and Sun Microsystems (NASDAQ: JAVA)
announced today they have entered into a definitive agreement under
which Oracle will acquire Sun common stock for $9.50 per share in cash.
The transaction is valued at approximately $7.4 billion, or $5.6
billion net of Sun’s cash and debt. “We expect this acquisition to be
accretive to Oracle’s earnings by at least 15 cents on a non-GAAP basis
in the first full year after closing. We estimate that the acquired
business will contribute over $1.5 billion to Oracle’s non-GAAP
operating profit in the first year, increasing to over $2 billion in
the second year. This would make the Sun acquisition more profitable in
per share contribution in the first year than we had planned for the
acquisitions of BEA, PeopleSoft and Siebel combined,” said Oracle
President Safra Catz.
“The acquisition of Sun
transforms the IT industry, combining best-in-class enterprise software
and mission-critical computing systems,” said Oracle CEO Larry Ellison.
“Oracle will be the only company that can engineer an integrated system
– applications to disk – where all the pieces fit and work together so
customers do not have to do it themselves. Our customers benefit as
their systems integration costs go down while system performance,
reliability and security go up.”
There are
substantial long-term strategic customer advantages to Oracle owning
two key Sun software assets: Java and Solaris. Java is one of the
computer industry’s best-known brands and most widely deployed
technologies, and it is the most important software Oracle has ever
acquired. Oracle Fusion Middleware, Oracle’s fastest growing business,
is built on top of Sun’s Java language and software. Oracle can now
ensure continued innovation and investment in Java technology for the
benefit of customers and the Java community.
The
Sun Solaris operating system is the leading platform for the Oracle
database, Oracle’s largest business, and has been for a long time. With
the acquisition of Sun, Oracle can optimize the Oracle database for
some of the unique, high-end features of Solaris. Oracle is as
committed as ever to Linux and other open platforms and will continue
to support and enhance our strong industry partnerships.
“Oracle
and Sun have been industry pioneers and close partners for more than 20
years,” said Sun Chairman Scott McNealy. “This combination is a natural
evolution of our relationship and will be an industry-defining event.”
“This
is a fantastic day for Sun’s customers, developers, partners and
employees across the globe, joining forces with the global leader in
enterprise software to drive innovation and value across every aspect
of the technology marketplace,” said Jonathan Schwartz, Sun’s CEO,
“From the Java platform touching nearly every business system on earth,
powering billions of consumers on mobile handsets and consumer
electronics, to the convergence of storage, networking and computing
driven by the Solaris operating system and Sun’s SPARC and x64 systems.
Together with Oracle, we’ll drive the innovation pipeline to create
compelling value to our customer base and the marketplace.”
“Sun
is a pioneer in enterprise computing, and this combination recognizes
the innovation and customer success the company has achieved. Our
largest customers have been asking us to step up to a broader role to
reduce complexity, risk and cost by delivering a highly optimized stack
based on standards,” said Oracle President Charles Phillips. “This
transaction will preserve and enhance investments made by our
customers, while we continue to work with our partners to provide
customers with choice.”
The Board of Directors
of Sun Microsystems has unanimously approved the transaction. It is
anticipated to close this summer, subject to Sun stockholder approval,
certain regulatory approvals and customary closing conditions.
There
will be a conference call today to discuss the transaction at 5:30 a.m.
Pacific time. Investors can listen to the conference call by dialing
(719) 234-7870, passcode 923645. A replay will be available for 24
hours after the call ends at (719) 884-8882, passcode: 923645. A live
audio webcast of the call will be made available at
www.oracle.com/investor and a replay will be available for seven days
after the call ends.
About Sun MicrosystemsSun
Microsystems, Inc. (NASDAQ: JAVA) develops the technologies that power
the global marketplace. Guided by a singular vision -- "The Network is
the Computer" -- Sun drives network participation through shared
innovation, community development and open source leadership. Sun can
be found in more than 100 countries and on the Web at
http://www.sun.com.
About OracleOracle
(NASDAQ: ORCL) is the world's largest enterprise software company. For
more information about Oracle, please visit our Web site at
http://www.oracle.com.TrademarksOracle
is a registered trademark of Oracle Corporation and/or its affiliates.
Other names may be trademarks of their respective owners.
Sun,
Sun Microsystems, the Sun logo, Java, Solaris and the Network is the
Computer are trademarks or registered trademarks of Sun Microsystems,
Inc. or its subsidiaries in the United States and other countries
Cautionary Statement Regarding Forward-Looking StatementsThis
press release contains certain forward-looking statements about Oracle
and Sun, including statements that involve risks and uncertainties
concerning Oracle's proposed acquisition of Sun, anticipated product
information, estimates of future results of operations and general
business outlook. When used in this press release, the words
"anticipates", “estimates”, "may", "can", “will”, "believes",
"expects", "projects", "intends", "likely", similar expressions and any
other statements that are not historical facts are intended to identify
those assertions as forward-looking statements. Any such statement may
be influenced by a variety of factors, many of which are beyond the
control of Oracle or Sun, that could cause actual outcomes and results
to be materially different from those projected, described, expressed
or implied in this press release due to a number of risks and
uncertainties. Potential risks and uncertainties include, among others,
the possibility that the transaction will not close or that the closing
may be delayed, the anticipated synergies of the combined companies may
not be achieved after closing, the combined operations may not be
successfully integrated in a timely manner, if at all, general economic
conditions in regions in
which either company
does business, and the possibility that Oracle or Sun may be adversely
affected by other economic, business, and/or competitive factors.
Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what impact they will have on the results of
operations or financial condition of Oracle or Sun.
In
addition, please refer to the documents that Oracle and Sun,
respectively, file with the Securities and Exchange Commission (the
“SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address
other important factors that could cause Oracle's and Sun's respective
financial and operational results to differ materially from those
contained in the forward-looking statements set forth in this document.
You are cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this report. Neither
Oracle nor Sun is under any duty to update any of the information in
this release.
Additional Information about the Merger and Where to Find ItIn
connection with the proposed merger, Sun will file a proxy statement
with the SEC. Additionally, Sun and Oracle will file other relevant
materials in connection with the proposed acquisition of Sun by Oracle
pursuant to the terms of an Agreement and Plan of Merger by and among
Oracle, Soda Acquisition Corporation, a wholly-owned subsidiary of
Oracle, and Sun. The materials to be filed by Sun with the SEC may be
obtained free of charge at the SEC's web site at
www.sec.gov. Investors
and security holders of Sun are urged to read the proxy statement and
the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed merger
because they will contain important information about the merger and
the parties to the merger.
Oracle, Sun and
their respective directors, executive officers and other members of its
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Sun stockholders in
connection with the proposed merger. Investors and security holders may
obtain more detailed information regarding the names, affiliations and
interests of certain of Oracle's executive officers and directors in
the solicitation by reading the proxy statement and other relevant
materials filed with the SEC when they become available. Information
concerning the interests of Sun's participants in the solicitation,
which may, in some cases, be different than those of Sun's stockholders
generally, is set forth in the materials filed with the SEC on Form
10-K and will be set forth in the proxy statement relating to the
merger when it becomes available.
موضوع: أوراكل تشتري الشمس Oracle Buys Sun 
الإثنين مايو 04, 2009 6:31 pm
