Oracle’s Letter to Bea

Oracle tried to buy Bea, Bea slapped them down, Oracle responds:

October 12, 2007
Board of Directors
BEA Systems, Inc.
2315 North First Street
San Jose, CA 95131

Dear Members of the Board of Directors:
As discussed with your management team, Oracle remains available to discuss and complete a transaction quickly and efficiently.

We believe that it is important to clarify the sequence of activities that have transpired over the past few days. Upon receipt of Bill Klein’s letter dated October 11, I contacted him to address any process concerns. Bill and I agreed on an accelerated process that would be, by anyone’s standard, “short in duration” and not “open-ended” and that would permit BEA to not “divulge competitively sensitive information.”

BEA’s management agreed to meet this morning at 10:00am Pacific time to commence a process intended to result in the execution of definitive agreements before the open of business on Monday, October 15. Unfortunately, BEA cancelled the meeting late last night and declined our invitations to reschedule. In my subsequent discussions with Bill earlier today, I asked whether there was any process that BEA would prefer to follow to move towards a friendly transaction and was told that BEA had no such process in mind.

We are available to proceed immediately with a process that would lead to a friendly transaction. In the meantime, we remain committed to our proposed price of $17.00 per share, provided that the BEA Board and management team do not institute any measures which reduce the value of the company or shift value from BEA’s shareholders to the management team. Our proposed price is a substantial premium to an already-inflated stock price that reflected speculation of the potential sale of BEA and represents a more than 40% premium to BEA’s stock price before the appearance of activist shareholders in mid-August of this year.

Sincerely,
ORACLE CORPORATION
Charles Phillips
President

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