Oracle Corporation (NASDAQ: ORCL) today announced that it had delivered a letter to the board of directors of BEA Systems, Inc. (NASDAQ: BEAS). The text of the letter follows:
October 23, 2007
Board of Directors
BEA Systems, Inc.
2315 North First Street
San Jose, CA 95131
Dear Members of the Board of Directors:
Last night we were told by Bill Klein, Vice President-Business Planning and Development (speaking on behalf of the board), that BEA's board again rejected our proposed price of $17 per share in cash. The board has refused to meet with us since we made our October 9th proposal.
Oracle urges the BEA board of directors to let BEA's shareholders decide: sign an acquisition agreement with Oracle and allow the shareholders to vote. Oracle believes that our $17 per share price is generous and there are no offers for BEA above $17 per share. $17 per share represents:
* a 21% premium to BEA's closing price of $14.05 on the date before we made our proposal;
* a 31.5% premium to $12.93, the 52-week average before our proposal;
* a 44% premium to $11.77, BEA's stock price on the date immediately prior to the date that activist shareholders disclosed their position in BEA; and
* a price higher than BEA's 5-year high before our proposal.
Oracle has no interest in a long, drawn-out process to acquire BEA. If the BEA board refuses to execute an acquisition agreement and refuses to let their shareholders vote, then our $17 per share proposal to acquire BEA will expire at 5 p.m., PDT, on Sunday, October 28, 2007.
Sincerely,
ORACLE CORPORATION
/s/ Charles Phillips
Charles Phillips
President
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