[gull] [INFO] Rachat de Sun par Oracle

[Nicolas Borboën]

source: http://www.oracle.com/us/corporate/press/018363

Oracle Buys Sun
Redwood Shores, CA - April 20, 2008

Oracle Corporation (NASDAQ: ORCL) and Sun Microsystems (NASDAQ: JAVA) 
announced today they have entered into a definitive agreement under 
which Oracle will acquire Sun common stock for $9.50 per share in cash. 
The transaction is valued at approximately $7.4 billion, or $5.6 billion 
net of Sun’s cash and debt. “We expect this acquisition to be accretive 
to Oracle’s earnings by at least 15 cents on a non-GAAP basis in the 
first full year after closing. We estimate that the acquired business 
will contribute over $1.5 billion to Oracle’s non-GAAP operating profit 
in the first year, increasing to over $2 billion in the second year. 
This would make the Sun acquisition more profitable in per share 
contribution in the first year than we had planned for the acquisitions 
of BEA, PeopleSoft and Siebel combined,” said Oracle President Safra Catz.

“The acquisition of Sun transforms the IT industry, combining 
best-in-class enterprise software and mission-critical computing 
systems,” said Oracle CEO Larry Ellison. “Oracle will be the only 
company that can engineer an integrated system – applications to disk – 
where all the pieces fit and work together so customers do not have to 
do it themselves. Our customers benefit as their systems integration 
costs go down while system performance, reliability and security go up.”

There are substantial long-term strategic customer advantages to Oracle 
owning two key Sun software assets: Java and Solaris. Java is one of the 
computer industry’s best-known brands and most widely deployed 
technologies, and it is the most important software Oracle has ever 
acquired. Oracle Fusion Middleware, Oracle’s fastest growing business, 
is built on top of Sun’s Java language and software. Oracle can now 
ensure continued innovation and investment in Java technology for the 
benefit of customers and the Java community.

The Sun Solaris operating system is the leading platform for the Oracle 
database, Oracle’s largest business, and has been for a long time. With 
the acquisition of Sun, Oracle can optimize the Oracle database for some 
of the unique, high-end features of Solaris. Oracle is as committed as 
ever to Linux and other open platforms and will continue to support and 
enhance our strong industry partnerships.

“Oracle and Sun have been industry pioneers and close partners for more 
than 20 years,” said Sun Chairman Scott McNealy. “This combination is a 
natural evolution of our relationship and will be an industry-defining 
event.”

“This is a fantastic day for Sun’s customers, developers, partners and 
employees across the globe, joining forces with the global leader in 
enterprise software to drive innovation and value across every aspect of 
the technology marketplace,” said Jonathan Schwartz, Sun’s CEO, “From 
the Java platform touching nearly every business system on earth, 
powering billions of consumers on mobile handsets and consumer 
electronics, to the convergence of storage, networking and computing 
driven by the Solaris operating system and Sun’s SPARC and x64 systems. 
Together with Oracle, we’ll drive the innovation pipeline to create 
compelling value to our customer base and the marketplace.”

“Sun is a pioneer in enterprise computing, and this combination 
recognizes the innovation and customer success the company has achieved. 
Our largest customers have been asking us to step up to a broader role 
to reduce complexity, risk and cost by delivering a highly optimized 
stack based on standards,” said Oracle President Charles Phillips. “This 
transaction will preserve and enhance investments made by our customers, 
while we continue to work with our partners to provide customers with 
choice.”

The Board of Directors of Sun Microsystems has unanimously approved the 
transaction. It is anticipated to close this summer, subject to Sun 
stockholder approval, certain regulatory approvals and customary closing 
conditions.

There will be a conference call today to discuss the transaction at 5:30 
a.m. Pacific time. Investors can listen to the conference call by 
dialing (719) 234-7870, passcode 923645. A replay will be available for 
24 hours after the call ends at (719) 884-8882, passcode: 923645. A live 
audio webcast of the call will be made available at 
www.oracle.com/investor and a replay will be available for seven days 
after the call ends.
About Sun Microsystems

Sun Microsystems, Inc. (NASDAQ: JAVA) develops the technologies that 
power the global marketplace. Guided by a singular vision -- "The 
Network is the Computer" -- Sun drives network participation through 
shared innovation, community development and open source leadership. Sun 
can be found in more than 100 countries and on the Web at 
http://www.sun.com.
About Oracle

Oracle (NASDAQ: ORCL) is the world's largest enterprise software 
company. For more information about Oracle, please visit our Web site at 
http://www.oracle.com.
Trademarks
Oracle is a registered trademark of Oracle Corporation and/or its 
affiliates. Other names may be trademarks of their respective owners.
Sun, Sun Microsystems, the Sun logo, Java, Solaris and the Network is 
the Computer are trademarks or registered trademarks of Sun 
Microsystems, Inc. or its subsidiaries in the United States and other 
countries
Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements about 
Oracle and Sun, including statements that involve risks and 
uncertainties concerning Oracle's proposed acquisition of Sun, 
anticipated product information, estimates of future results of 
operations and general business outlook. When used in this press 
release, the words "anticipates", “estimates”, "may", "can", “will”, 
"believes", "expects", "projects", "intends", "likely", similar 
expressions and any other statements that are not historical facts are 
intended to identify those assertions as forward-looking statements. Any 
such statement may be influenced by a variety of factors, many of which 
are beyond the control of Oracle or Sun, that could cause actual 
outcomes and results to be materially different from those projected, 
described, expressed or implied in this press release due to a number of 
risks and uncertainties. Potential risks and uncertainties include, 
among others, the possibility that the transaction will not close or 
that the closing may be delayed, the anticipated synergies of the 
combined companies may not be achieved after closing, the combined 
operations may not be successfully integrated in a timely manner, if at 
all, general economic conditions in regions in

which either company does business, and the possibility that Oracle or 
Sun may be adversely affected by other economic, business, and/or 
competitive factors. 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 Sun.

In addition, please refer to the documents that Oracle and Sun, 
respectively, file with the Securities and Exchange Commission (the 
“SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address 
other important factors that could cause Oracle's and Sun's respective 
financial and operational results to differ materially from those 
contained in the forward-looking statements set forth in this document. 
You are cautioned to not place undue reliance on forward-looking 
statements, which speak only as of the date of this report. Neither 
Oracle nor Sun is under any duty to update any of the information in 
this release.
Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Sun will file a proxy statement 
with the SEC. Additionally, Sun and Oracle will file other relevant 
materials in connection with the proposed acquisition of Sun by Oracle 
pursuant to the terms of an Agreement and Plan of Merger by and among 
Oracle, Soda Acquisition Corporation, a wholly-owned subsidiary of 
Oracle, and Sun. The materials to be filed by Sun with the SEC may be 
obtained free of charge at the SEC's web site at www.sec.gov. Investors 
and security holders of Sun are urged to read the proxy statement and 
the other relevant materials when they become available before making 
any voting or investment decision with respect to the proposed merger 
because they will contain important information about the merger and the 
parties to the merger.

Oracle, Sun and their respective directors, executive officers and other 
members of its management and employees, under SEC rules, may be deemed 
to be participants in the solicitation of proxies of Sun stockholders in 
connection with the proposed merger. Investors and security holders may 
obtain more detailed information regarding the names, affiliations and 
interests of certain of Oracle's executive officers and directors in the 
solicitation by reading the proxy statement and other relevant materials 
filed with the SEC when they become available. Information concerning 
the interests of Sun's participants in the solicitation, which may, in 
some cases, be different than those of Sun's stockholders generally, is 
set forth in the materials filed with the SEC on Form 10-K and will be 
set forth in the proxy statement relating to the merger when it becomes 
available.
Contact Info

Karen Tillman
Oracle Corporate Communications
+1.650.607.0326
karen.tillman at oracle.com


Roy Lobo
Oracle Investor Relations
+1.650.506.4073
investor_us at oracle.com