BEA stares down Oracle, gets its price

Another winner in this deal: IBM

Oracle got what it wanted when BEA Systems agreed to a buyout Wednesday for $8.5 billion, but BEA was the real winner.

Oracle got what it wanted when BEA Systems agreed to a buyout, but BEA was the real winner, industry watchers say.

BEA rebuffed Oracle's $6.7 billion offer three months ago, not flinching even when Oracle threatened to withdraw the bid. BEA's leaders thought they could do better, and they did, extracting $8.5 billion from Oracle in a definitive agreement announced Wednesday.

It seems BEA received "a lot of pressure from their shareholders … when they sort of pushed back hard on the initial Oracle offer, because it was significantly over the historical trading price," says Ian Finley, an AMR Research analyst. "They were able to argue 'we can get a better deal,' and they did. It's ultimately a victory for BEA."

The premium Oracle paid to acquire BEA is not unusual given that BEA was not in any kind of distress that would have forced the company into a quick exit strategy, Finley says.

Once Oracle made its first offer, BEA executives probably figured they'd have to sell eventually, though, says Mike Gilpin, a Forrester analyst. Acquisition talks "spook the customers, and nobody wants to buy from you," he says.

It is a good deal for Oracle, despite the extra $1.8 billion BEA has extracted from the suitor, Gilpin adds. BEA's middleware is well-known for handling mission-critical applications or high-volume workloads, so customers will often choose BEA over the less-expensive IBM WebSphere application server, Gilpin says.

IBM nonetheless stands to benefit from the Oracle/BEA deal, Finley says. In the short term, IBM can take advantage of the FUD (fear, uncertainty and doubt) often spread after acquisitions. Basically, rival vendors will argue that BEA customers will be given short shrift as BEA is swallowed up by the much larger Oracle.

IBM will also benefit in the long run, according to Finley, from Oracle and BEA now being one competitor instead of two. An Oracle salesperson isn't likely to pitch both Oracle Fusion middleware and BEA to any given customer, so in each competition for a customer IBM will have one less competitor.

BEA's product lines include AquaLogic, software to help develop and manage service-oriented architecture (SOA) components, and other products to integrate, secure and govern the services deployed in an SOA. BEA also makes the WebLogic platform, a set of products including an application server, integration tools and a portal that supports Web 2.0 technologies with rich user interfaces and mashups.

BEA customers naturally will worry that Oracle might slow down the rate of BEA enhancements, essentially forcing them to move to Oracle Fusion middleware, says James Kobielus, a Forrester analyst.

Oracle's press release announcing the acquisition emphasizes Fusion's "hot-pluggable" architecture that will allow BEA customers to couple the WebLogic server with nearly any Fusion software component.

But analysts say they don't expect a wholesale attack on the BEA product line from Oracle management. For one thing, Oracle learned a valuable lesson from the PeopleSoft acquisition, when it faced a customer revolt after declaring it would kill off the PeopleSoft product and move customers over to software developed by Oracle, Finley says.

There will probably be some convergence of the Oracle and BEA software in the next couple of years, but in general Oracle doesn't take the kind of hard-line approach after acquisitions that could harm BEA customers, Kobielus says.

Although Oracle and BEA have overlapping middleware technology, there are also complementary aspects to the acquisition that will let BEA offer a more complete SOA picture to customers, he says. "They realized they don't have a full SOA stack," he says of BEA. "A lot of the things Oracle offers really rounds it out. They lack data warehousing and master data management."

Perhaps most importantly from the SOA perspective, the merger gives BEA customers easy access to Oracle business intelligence tools, a key component of SOA, he says.

"I kept speculating, BEA will either acquire a [business intelligence] vendor or be acquired by one," Kobielus says.

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