Oracle Agrees to Buy Siebel for $10.66 a Share
Vaults Oracle to Number 1 in Customer Relationship
Management
REDWOOD SHORES, Calif., 12-SEP-2005 Oracle Corporation (Nasdaq:
ORCL) announced today that it agreed to buy Siebel Systems, Inc
(Nasdaq: SEBL) for $10.66 per share. The offer is valued at
approximately $5.85 billion, or $3.61 billion net of Siebel's cash
on hand of $2.24 billion.
Download Php "In a single step, Oracle becomes the number one CRM
applications company in the world," said CEO Larry Ellison.
"Siebel's 4,000 applications customers and 3,400,000 CRM users
strengthen our number one position in applications in North America
and move us closer to the number one position in applications
globally."
"Today is a great day for Siebel Systems' customers, partners,
shareholders, and employees," said Thomas M. Siebel, Chairman of
Siebel Systems. "The combination of Siebel applications with the
development capacity of Oracle to enhance our CRM product set
assures our customers continuing success. This is a very beneficial
business combination that will
allow us to be even more effective in delivering high quality,
leading edge
solutions into the hands of
satisfied customers."
September 21st, 2005 United Press International Aplus.Net's VP of Marketing, Chris Boring, comments on Oracle's recent acquisition of Siebel Systems, "With this latest acquisition, Oracle is now in a position to set its sights on SAP, which now finds itself with a minority market share of 6.7 percent in the CRM space. While the two are locked in battle over this space, opportunities may open up for the open source and Web services players to garner market share."
Developer Php "This is a customer driven event. Our joint customers have
consistently recommended this transaction to both companies for
over a
year," said Oracle President
Charles Phillips. "We will embrace Siebel's best-in-class CRM
products and make the features of those products the centerpiece
of our Project Fusion CRM."
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Database Php "We expect this transaction to be accretive to Oracle's earnings
on a non-GAAP basis in its first full year (FY07)," said Oracle
President and CFO Greg Maffei. "Longer term, Siebel will contribute
to Oracle's stated goal of 20 percent annual earnings growth. Given
the size of our existing R&D investment, scale of our global
support infrastructure, and similarity of our back office
requirements, we will recognize substantial efficiencies from
combining our two businesses."
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Php Xml CRM applications capture and streamline all customer
interactions so CRM users can better understand, service and
anticipate their own customers' needs. Of all major segments of the
enterprise applications business, CRM is the largest and fastest
growing - estimated to be more than $8 billion in 2004 and expected
to grow to $10 billion by 2009, according to IDC. Siebel's CRM and
Oracle's enterprise applications and middleware share an
architecture that embraces industry standards, and a significant
majority of Siebel's implementations run on the Oracle
database.
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File Php The Board of Directors of Siebel Systems has voted in favor of
the transaction, and Tom Siebel has agreed to vote his shares in
favor of the acquisition. Siebel stockholders will convene in a
special meeting to vote on the acquisition. Oracle stockholder
approval is not required. While the transaction and the timing are
subject to regulatory approvals, the deal is expected to close in
early 2006.
PHP PHP, or Hypertext Processor, embedded scripting language. Much of its syntax is borrowed from C, specific features thrown in. The goal of the language is to allow web developers to write dynamically generated pages quickly. For rmation, //www.php.
Php Upgrading Siebel shareholders will receive $10.66 per share in cash for
each Siebel share held, unless they elect to receive Oracle common
stock, but no more than 30% of Siebel's common shares may be
exchanged for Oracle common stock. In the event that Siebel
shareholders holding more than 30% of Siebel common stock elect to
receive Oracle common stock, the equity consideration will be
pro-rated.
Php Forum The measurement period for Oracle's average share price will be
the ten trading days ending the day prior to close, and Oracle will
have the right to choose an election date during the twenty trading
days ending two days prior to close. If Oracle's average share
price is at or above $10.72 prior to close, Siebel shareholders who
elect to receive stock will receive $10.66 per share of value in
Oracle common stock for each share of Siebel common stock held. If
Oracle's average share price prior to close is less than $10.72 per
share, Siebel shareholders that elect to receive stock will receive
0.994 shares of Oracle common stock for each share of Siebel common
stock held, which would result in a value of less than $10.66 per
share.
Flash Php Oracle intends to repurchase an amount of shares equal to the
number of shares issued in the transaction.
Ajax Php Oracle will host a conference call today, Monday, September 12,
at 5:30 a.m. PDT/8:30 a.m. EDT to discuss the acquisition. A live
audio webcast of the call will be made available on the Oracle
Investor Relations website at www.oracle.com/investor. Interested
parties may participate live via telephone by calling (888)
791-1856 (domestic) or (630) 395-0019 (international), passcode:
Oracle. The webcast will be available for replay for seven days
following the conference call. The replay number is (866) 357-4207
(domestic) or (203) 369-0123 (international), passcode: 6524.
Dream Foundation Php Weaver # # #
Php Proxy Important Information
This document may be deemed to be solicitation material in respect
of the proposed business combination of Oracle and Siebel. In
connection with the proposed transaction, a registration statement
on Form S-4 will be filed with the SEC. STOCKHOLDERS OF SIEBEL ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION. The final proxy statement/prospectus will be mailed to
stockholders of Siebel. Investors and security holders will be able
to obtain the documents free of charge at the SEC's website,
www.sec.gov, from Oracle Corporation, 500 Oracle Parkway, Redwood
Shores, California, Attention: Investor Relations, or from Siebel
Systems, Inc., 2207 Bridgepointe Parkway, San Mateo, California
94404, Attention: Investor Relations.
Nuke Php Theme Oracle, Siebel and their respective directors and executive
officers and other members of management and employees may be
deemed to participate in the solicitation of proxies in respect of
the proposed transactions. Information regarding Oracle's directors
and executive officers is available in Oracle's proxy statement for
its 2005 annual meeting of shareholders, which was filed with the
SEC on August 30, 2005, and information regarding Siebel's
directors and executive officers is available in Siebel's proxy
statement for its 2005 annual meeting of stockholders, which was
filed with the SEC on April 29, 2005. Additional information
regarding the interests of such potential participants will be
included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
Php Security Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about
Oracle and Siebel. When used in this document, the words
"anticipates", "may", "can", "believes", "expects", "projects",
"intends", "likely", similar expressions and any other statements
that are not historical facts, in each case as they relate to
Oracle and Siebel, the management of either such company or the
transaction are intended to identify those assertions as
forward-looking statements. In making any such statements, the
person making them believes that its expectations are based on
reasonable assumptions. However, any such statement may be
influenced by factors that could cause actual outcomes and results
to be materially different from those projected or anticipated.
These forward-looking statements are subject to numerous risks and
uncertainties. There are various important factors that could cause
actual results to differ materially from those in any such
forward-looking statements, many of which are beyond the control of
Oracle and Siebel, including: the impact of general economic
conditions in regions in which either such company currently does
business, industry conditions, including competition, fluctuations
in exchange rates and currency values, capital expenditure
requirements, legislative or regulatory requirements, changes in
the tax laws, interest rates and access to capital markets. The
actual results or performance by Oracle or Siebel could differ
materially from those expressed in, or implied by, these
forward-looking statements. 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 Siebel.
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