Oracle Corporation earlier this week had made a buyout offer to the Board of Directors of BEA Systems Inc. to purchase the stock of BEA for about $17 per share, or approximately $6.66 billion in cash.
However, BEA has rejected Oracle’s bid on the grounds that it was an undervalued offer. Oracle reportedly delivered a letter to BEA claiming that there was a mutually agreed meeting scheduled between BEA and Oracle for Friday morning, October 12th, to result in definitive agreements being signed prior to start of business on Monday, October 15th. Oracle also claims that BEA cancelled the scheduled meeting on October 11th, the night before the scheduled meeting, and has since declined to reschedule meeting with Oracle. BEA has reportedly released a letter that it sent to Oracle indicating that BEA had not previously agreed to meet to start a discussion process or a definitive agreement arrangement for the sale of BEA. The letter also indicated that the Board of BEA felt the shares were worth substantially more than $17 per share.
BEA has been considered a takeover target by larger companies, such as IBM and Oracle, for some time. BEA sells software called "middleware" that helps business computer systems communicate with each other. Its most widely used software product is its WebLogic software for running Java programs, a product that directly competes with Oracle's Fusion suite of middleware products, software that is used as a foundation for other applications.
Earlier this month U.S. billionaire investor Carl Icahn increased his ownership in BEA from 11 percent to 13.2 percent and reportedly began making suggestions to BEA’s Board that the company should sell itself to increase its value. BEA has a strong anti-takeover provision in its corporate structure known as a shareholder rights plan, or “poison pill.” The poison pill provision would flood additional BEA shares onto the market in the event any shareholder’s ownership reaches 15 percent or more, decreasing the likelihood of a hostile takeover of the company.