Icahn demands BEA shareholder vote on Oracle bid
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BEA Systems&#39; largest shareholder is demanding that its board of directors allow shareholders to vote on a&#160;$17-per-share purchase offer from Oracle, which is set to expire at 5 p.m. Pacific Time Sunday.Carl Icahn, who holds more than 58 million shares of BEA stock, said in a statement that he has begun lawsuit proceedings in Delaware to force an annual shareholder meeting &quot;before any scorched earth transactions (such as stock issuances, asset sales, acquisitions or similar occurrences) take place at BEA, other than transactions that are approved by shareholders.&quot;The investor accused BEA&#39;s board of intending &quot;to find ways to derail a sale and maintain your control of the company.&quot;&#160;BEA&#39;s board has repeatedly rejected Oracle&#39;s bid&#160;to buy the company,&#160;demanding $21 per share. Oracle&#39;s offer amounts to $6.7 billion, while BEA&#39;s demand works out to $8.3 billion. Oracle has called that price &quot;impossibly high.&quot;Icahn said BEA can avoid litigation if it conducts an auction sale, allowing shareholders to consider offers from the highest bidder.&quot;BEA should not allow the stalking horse bid from Oracle to disappear (failure to take the Oracle bid as a stalking horse would be a grave dereliction of your fiduciary duty in my view),&quot; he wrote. &quot;But if no topping bid arises it should be up to the BEA shareholders to decide whether to take the Oracle bid or remain as an independent Company.&quot;Icahn also demanded that &quot;BEA should agree not to take any action that would dilute voting by issuing stock, entrench management or derail a potential sale of BEA.&quot;Shares of BEA stock closed at $16.50 and were trading at $16.75 after hours on Friday.A BEA spokesman could not immediately be reached for comment.
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Oracle has rejected&#160;BEA Systems&#39; proposed purchase price of $21 per share, calling it &quot;impossibly high&quot; for Oracle or any other company to pay.In a letter to BEA&#39;s board dated Oct. 25, Oracle again urged the company to accept its offer of $17 per share, an amount that Oracle said it was &quot;unwilling to increase.&quot;&quot;The $21 per share price is a multiple of nearly eleven times BEA&#39;s last twelve months&#39; reported maintenance revenues,&quot; wrote Oracle President Charles Phillips. &quot;Nobody would seriously consider paying that kind of multiple for a software company with shrinking new license sales.&quot;He noted that Oracle was the only company making an offer for BEA. &quot;Apparently no other companies think that BEA is worth $17 per share, let alone $21 per share,&quot; Philips wrote.Oracle again urged BEA to put its offer to a shareholder vote.&#160;Oracle&#39;s bid of $17 per share&#160;values BEA at about $6.7 billion. A price of $21 per share would value it at $8.3 billion.Oracle said it had an obligation to its own shareholders to &quot;exercise price discipline when evaluating acquisition opportunities.&quot; It reminded BEA of its&#160;deadline of Sunday evening&#160;to accept the offer, after which it will &quot;move on&quot; and consider other acquisitions.Oracle made its surprise bid for BEA on Oct. 12, hoping to strengthen its line of middleware products and grow its customer base. BEA, which had been under pressure from investor Carl Icahn to sell, quickly rejected the offer as too low, and on Thursday came back with its suggested higher price. Oracle&#39;s offer &quot;significantly undervalues BEA&quot; and is not in the best interests of BEA&#39;s shareholders, it said on Thursday.BEA officials weren&#39;t available for comment on Oracle&#39;s latest letter.&#160;
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NEW YORK/BOSTON  - Activist investor Carl Icahn threatened on Friday to launch a proxy battle for control of BEA Systems Inc  if the software maker does not begin an auction process to sell itself.
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Oracle rejected BEA Systems' proposed purchase price of $21 per share, calling it "impossibly high" for Oracle or any other company.
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Motorola Inc.'s  board will not  endorse a nomination of billionaire financier Carl Icahn to  join the board, the company said in a document filed with  regulators late on Friday.
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Shareholder advisory firm Proxy Governance on Thursday urged the investors of Applebee's International Inc  to vote against the bar-and-grill restaurant chain's planned $1.9 billion acquisition by IHOP Corp.
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Billionaire investor Carl Icahn said on Friday a sale of BEA Systems Inc.  to a strategic acquirer would maximize the value of its shares and that he might seek to nominate directors to the software maker's board.
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Oracle&#160;on Tuesday morning said that BEA Systems has officially rejected its&#160;offer to acquire the company. BEA had previously said the&#160;offer was too low.&quot;Last night we were told by Bill Klein, Vice President -- Business Planning and Development (speaking on behalf of the board), that BEA&#39;s board again rejected our proposed price of $17 per share in cash,&quot; Oracle said in a statement, adding that the BEA board &quot;has refused to meet with us since we made our October 9th proposal.&quot;Oracle set a deadline for Sunday at 5 p.m. local time on its $17 per share bid.&quot;Oracle has no interest in a long, drawn-out process to acquire BEA,&quot; Oracle said.The total value of the bid is about $6.7 billion.(More to follow.)
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BEA Systems replied Monday to investor Carl Icahn&#39;s demand for a shareholder vote on purchase bids for the company.&quot;The Board and management of BEA Systems are not opposed to an acquisition of the company. In fact, we are currently exploring ways to maximize shareholder value, including the possible sale of the company,&quot; the statement reads in part.The board goes on to repeat its argument that Oracle&#39;s US$17 per share offer, which expired Sunday, was too low. BEA has asked for $21 per share but received no takers to date, or indeed any other public bids at all. Oracle&#39;s offer was worth $6.7 billion, as opposed to the approximately $8.3 billion BEA&#39;s asking price would command.BEA emphasized that it is open to being acquired. &quot;It is important that there be no misunderstanding of the Board&#39;s position. We are opposed to selling the company at $17.00 per share. We are not opposed to selling the company.&quot;Icahn is BEA&#39;s largest shareholder. He said in a statement Friday that he had filed suit in Delaware to force a shareholder meeting. The investor wants BEA&#39;s board to hold an auction sale, at which shareholders could consider offers from the highest bidder.To that end, Oracle did not rule out further bids in a statement released Sunday: &quot;The BEA shareholders should not assume that Oracle will renew its $17 per share offer in the future. Over time many things can change: BEA&#39;s business might materially weaken, the stock market can fall further from its recent record highs, or Oracle may have committed its capital elsewhere.&quot;BEA users have speculated over what might happen to the company&#39;s middleware technologies, should a sale to Oracle or another party go through.BEA&#39;s stock was trading at about $16.70 per share midday Monday.
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Chicago Mercantile Exchange Holdings Inc.  on Friday urged shareholders and members of the Chicago Board of Trade to vote in favor of CME's offer to take over CBOT, the No. 2 U.S. futures exchange.
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Business software giant Oracle remained at odds Friday with BEA Systems over a potential takeover bid after the two rivals exchanged letters holding firm to their positions over the price for BEA.
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BEA Systems Inc  shares fell 4 percent on Tuesday on concerns a $6.7 billion takeover bid by Oracle Corp  will fall through after both sides refused to budge from their positions.
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BEA Systems Inc  said on Thursday it is willing to sell itself for $8.2 billion, but the price was rejected as "impossibly high" by Oracle Corp , the only company that has publicly expressed interest in the software maker.
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Business software maker Oracle Corp. attacked the credibility and motives of PeopleSoft Inc.'s board of directors Monday, hoping to rally investor support as the 17-month takeover battle between the bitter business software rivals nears a climactic showdown.
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BEA Systems reiterated on Friday that it would not accept&#160;Oracle&#39;s $17 per share acquisition bid, and also said it would allow&#160;a deadline Oracle had set for Sunday 5 p.m. PDT&#160;to expire.In a public statement -- just the latest salvo in merger talks that have had a distinctly icy quality -- BEA&#39;s vice president of planning and development, William Klein told Oracle President Charles Phillips that the company&#39;s offer was &quot;unacceptable.&quot;&#160;BEA has said it would accept a $21 per share bid.That would result in an $8.3 billion price tag for the company, significantly more than Oracle&#39;s offer, which works out to $6.7 billion. BEA&#39;s stock was trading at about $16.80 per share midday Friday.&quot;As fiduciaries, our Board cannot endorse a proposal that it has concluded significantly undervalues BEA,&quot; Klein said in the statement. &quot;We therefore assume that your proposal will expire on October 28.&quot;An Oracle spokeswoman could not immediately be reached for comment.
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Software maker Oracle Corp.  on Wednesday said it will let PeopleSoft Inc.  shareholders decide for themselves whether to accept Oracle's &#36;8.8 billion hostile takeover bid after learning that PeopleSoft's board of directors will reject it.
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Billionaire investor Carl Icahn and a group of investors are opposing yet another corporate takeover. The investors, led by Icahn, have accumulated a 7 percent stake in Mylan Laboratories Inc.