Oracle Corp. said Wednesday it’s secured a definitive agreement to acquire BEA Systems for $8.5 billion. Net of BEA’s $1.3 billion in cash on hand, the deal is worth about $7.2 billion, Oracle said.
The transaction calls for BEA stockholders to receive $19.375 per share, a premium of roughly 24.4% from Tuesday’s close at $15.58.
Oracle expects the deal to add at least 1-2 cents a share to earnings on an adjusted basis in the first full year following its completion.
The acquisition has received the unanimous approval of BEA’s board and Oracle expects the transaction to close by mid-2008.
Oracle shares finished Tuesday at $21.31 and were changing hands at $20.92, down 1.8%, in premarket action. BEA’s stock was up 19.1% to $18.56 ahead of the open.
The definitive deal comes after the two companies almost got together back in October with Oracle making an unsolicited bid of $17 per share.
The talks at that time were fairly contentious, as BEA repeatedly rejected the $17 per share offer, finally letting the proposal expire on Oct. 28.
BEA was holding out for a $21 per share bid, a price Oracle called “impossibly high.”
Carl Icahn, who holds nearly a 13% stake in BEA and had been pushing management for a deal, said he will vote his shares in favor of the merger.
“This transaction is an excellent example of the great results that can be achieved for all constituencies when the shareholder activist is able to work cooperatively with management,” Icahn said in a press release.
On Nov. 15, BEA, an enterprise infrastructure software maker based in San Jose, Calif., reported an adjusted profit of $78.9 million, or 19 cents a share, for the third quarter ended Oct. 31.
Revenue for the period totaled $384.4 million, up 11% from last year.
Oracle reported its fiscal second-quarter results on Dec….