On paper, Oracle's recent $6.7 billion offer for BEA Systems looks a lot like the hostile bid for PeopleSoft four years ago -- a bad-for-competition, bad-for-employees, bad-for-customers deal designed with one goal in mind: fatten Oracle shareholders' wallets by taking out a competitor.

But there's one big difference this time: nobody really cares.

The reality is, we're unlikely to see a court case, a Department of Justice antitrust lawsuit, customer protests, or lots of media hand-wringing. Here are the top 10 reasons why:

10) The Department of Justice, in the waning hours of a Republican administration, is in open-door mode for big corporate deals, a door that will likely slam shut when the Democrats take over in '08 (with the one weird exception of the DOJ's opposition to the Whole Foods/Wild Oats merger).

9) Oracle has buffed its own image by essentially leaving the PeopleSoft, Siebel, and JD Edwards products intact, after initially scaring the crap out of everybody with its early (con)fusion plans.

8) The media can't really raise a howl about this, because it's now too dependent on ad dollars from the last few tech giants standing (like Oracle) after five years of mega mergers and acquisitions.

7) Oracle actually needs bona-fide, application-neutral middleware now, to tie together all the disparate legacy platforms it is now selling. So to customer CTOs, the deal makes a lot of sense, adding best of breed glue to Oracle's mix.

6) CIOs know they'll lose some negotiating leverage with BEA out of the picture, but they've already gotten comfortable with an oligopolistic vendor world where they pay up for the extra stability of sourcing most of their technology from under one roof.

5) All the hot engineers and product managers in the valley want to work at Google or Apple or Facebook anyway, so the issue of the impact on BEA's developer talent is kind of moot.

4) SAP won't counter-bid. They're in retreat mode, backing off from Shai Agassi's expansionist modernization path. Sure, they may buy a French BI software company or two, but who wouldn't, as an excuse to drink more wine and eat more chocolate croissants?

3) IBM won't counter-bid, because they're already bigger in middleware than Oracle and BEA put together. To them, the software's a commodity -- it's the human talent that deploys it that customers pay a premium for.

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