Oracle and BEA: What happens next?

Despite consistent pressure from acquisition-happy Oracle, leadership at BEA Systems is standing firm against the software giant. After Oracle threatened to pull its $6.7 billion offer for BEA off the table, BEA didn’t cave: It demanded more money.

What happens next may be anyone’s guess.

See also: Oracle's bid for BEA: the timeline

“There’s information the public knows, and there’s information really known” only by each company’s board of directors, notes Ari Kaplan, president of the Independent Oracle Users Group (IOUG).

Oracle offered to purchase BEA for $17 per share on Oct. 9 and was promptly rebuffed. In the pursuer’s next move, Oracle President Charles Phillips sent a letter to BEA’s board demanding that BEA let shareholders vote on an acquisition agreement. In response, BEA on Oct. 25 proposed a purchase amount of $21 per share, inviting “third parties including Oracle” to bid at that price. Oracle has already rejected the $21 price as “impossibly high” and said it refuses to budge from the $17 per share offer.

That could be just the beginning of a long, drawn-out process, even though both companies have said they want to avoid a lengthy ordeal.

Instead of rejecting outright any attempt at an acquisition, BEA clearly is open to being acquired if it gets the right price.

“BEA’s Board has not indicated that it would be opposed to a transaction that appropriately reflects BEA’s value, reached through a reasonable process,” BEA’s William Klein, vice president of business planning and development, wrote in an Oct. 23 letter to Oracle President Charles Phillips, hours after Oracle threatened to take its offer out of play. “If Oracle is genuinely interested in acquiring BEA, you are fully capable of proposing a reasonable price to the BEA Board or taking any offer you wish directly to BEA shareholders.”

If BEA has a poison-pill provision in its bylaws, which would prevent an acquisition without agreement from the board of directors, says Brad Shimmin, principal analyst for application infrastructure at Current Analysis. If that is the case, Oracle could go to court “to have [the poison pill] removed and swoop in and do a hostile takeover,” Shimmin says.

“I don’t think [Oracle is] threatening to pull the bid, so much as they are stating that they believe it’s a fair bid and they hope BEA reconsiders,” Shimmin said before BEA’s $21-per-share proposal. “I don’t think it’s really a question of showmanship for the money. I think if BEA does not reconsider . . . then Oracle very likely could start a legal process to make the acquisition go through.”

Shimmin is not expecting a bidding war between Oracle and other potential buyers, “because other vendors who were possibilities have all denied any interest in [buying BEA],” he says.

SAP, for example, said it will not try to purchase BEA because there is too much overlap in the companies’ technology, CEO Henning Kagermann reportedly has said.

At BEA rival JBoss, a middleware vendor owned by Red Hat, general manager Sacha Labourey predicted that BEA will relent to pressure from investors and sell to Oracle.