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April 20, 2009 4:53 AM PDT

Oracle to buy Sun in $7.4 billion deal

by Jonathan Skillings
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(Credit: Sun Microsystems)

This story has been updated. See below for details.

Oracle, not IBM, will be buying Sun Microsystems.

Oracle and Sun announced Monday that they have entered into a definitive agreement under which Oracle will acquire Sun common stock for $9.50 per share in cash. That puts the value of the transaction at about $7.4 billion, or $5.6 billion net of Sun's cash and debt.

Oracle President Safra Catz said in a statement:

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.

Sun made its name as a supplier of server hardware during the dot-com heyday, but its best-known technology is software: the Java programming language. In the Monday morning announcement, the two companies said that Java is the "most important software Oracle has ever acquired."

An early take from my colleague Larry Dignan at ZDNet:

My hunch is that (Oracle CEO Larry) Ellison saw the possibilities of integrating hardware and software with Oracle's Exadata database machine. Ellison boasted that the Exadata machine has seen strong demand on Oracle's earnings conference call.

Sun's board has unanimously approved the transaction. The deal is expected to close this summer, subject to Sun stockholder approval, regulatory approvals, and closing conditions.

Last month, reports surfaced that IBM wanted to buy Sun, but Sun didn't like the terms that Big Blue was offering.

Update, 5:59 a.m. PDT: On a conference call to present the deal to investors, Catz emphasized that Oracle expects to make money from its Sun property.

"We intend to ensure that it is profitable," Catz said, having noted that Oracle will combine the software assets quickly after closing the deal. "We believe we will be able to run Sun at substantially higher margins."

In its most recent quarter, Sun reported a net loss of $209 million, or 28 cents a share, on revenue of $3.22 billion. Revenue was down 11 percent year over year.

Also on the call, Ellison said that Java is "critical" to Oracle's middleware and that the company's middleware offerings are on track to be as big as its database business. Sun's Solaris software, he said, is "by far best Unix technology available on market," though he also spoke well of Linux.

Sun Chairman Scott McNealy and CEO Jonathan Schwartz joined Oracle's team on the call.

"We're thrilled to be acquired by Oracle," McNealy said.

Historical footnote, 6:35 a.m. PDT: Ellison didn't always see Sun as a desirable takeover target. In 2003, when Oracle was in the throes of trying to acquire PeopleSoft, Ellison said that buying Sun would be a "bad idea." At Oracle's annual shareholder meeting that October, Ellison said: "I don't think Oracle should be in the hardware business, so I don't think you'll see us buying any hardware companies."

Update, 9:50 a.m. PDT: Sun's shares jumped about 35 percent when the stock market opened Monday to $9.07, following Friday's close at $6.69, and have been holding at about that level through the morning.

Oracle's shares opened about 7 percent lower, at $17.77 versus Friday's closing price of $19.06. The stock has since risen to about $18.60.

Sun stock movement

Sun's stock jumped around 35 percent first thing Monday on word of Oracle's takeover bid.

(Credit: Yahoo Finance)

Click here for more stories on the Oracle-Sun deal.

Jonathan Skillings is managing editor of CNET News, based in the Boston bureau. He's been with CNET since 2000, after a decade in tech journalism at the IDG News Service, PC Week, and an AS/400 magazine. He's also been a soldier and a schoolteacher. E-mail Jon.
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Add a Comment (Log in or register) Showing 1 of 2 pages (61 Comments)
by -fjtorres- April 20, 2009 5:18 AM PDT
And *that* is why IBM looked into buy SUN.
Now Oracle's has finally achieved Ellison's dream of controlling a full hardware/software stack. It may come ten years too late but he finally got what he wanted.
Of course, as the greeks used to say: be careful what you wish for, you might get it...
Oracle may just be the next CA...
Reply to this comment
by lokigoki April 20, 2009 6:33 AM PDT
Don't forget the other wise group of sages that have also quipped about wishes: The Pussycat Dolls.
by ferricoxide April 20, 2009 3:56 PM PDT
They could have done similar by buying RedHat. However, by buying Sun, they lock of the currently largest part of the Oracle install-base.

They may still buy RedHat for the other properties it owns (e.g., JBoss) and the significant segment of the commercial Linux market. Arguably, Linux is the successor to proprietary UNIX OSes. Such a buy would give them a bigger foot into that growing market segment.
by daves_done April 20, 2009 6:09 AM PDT
Hmm... Could the future of MySQL be in jeopardy??? Me hopes not...
Reply to this comment
by smabres April 20, 2009 6:59 AM PDT
you bet mysql is in a dead track, they want more profit, not open source maintenance cost
by Random_Walk April 20, 2009 8:45 AM PDT
Nope: http://en.wikipedia.org/wiki/Software_fork

HTH.
by ennev April 20, 2009 9:13 AM PDT
I share the same fear!
by rapier1 April 20, 2009 9:28 AM PDT
In the near term its fine. In the long term its more clouded. While anyone can fork the code base its not always easy to build the necessary skilled developer community around it. Equally important is building a volunteer leadership group the developers trust. Once you start getting into code bases of this size the management ends up being critical.
by Random_Walk April 20, 2009 9:34 AM PDT
"While anyone can fork the code base its not always easy to build the necessary skilled developer community around it."

I'm very sure that Google (MySQL's largest and most high-profile user) can build and rally one in fairly short order ;)
by daftkey April 20, 2009 10:57 AM PDT
Google isn't really interested in open-sourcing it's golden goose. While they probably COULD take on the management of the database quite well, they'll probably spend more time developing their own enhancements to the database for their own use (which, undoubtedly, they've already done - they don't have to release any enhancements they make unless they want to distribute them).
by alegr April 20, 2009 11:57 AM PDT
Random_Walk,

You can fork it all day long, but you can't call it MySQL anymore. The trademark is owned by SUN (soon - by Oracle). They may go after you even if you advertise it as "MySQL variant" or so.
by Random_Walk April 20, 2009 1:43 PM PDT
Actually, that doesn't matter - rename it and move on. Not like Google is somehow incapable of spreading the word on a new name or anything...
by Random_Walk April 20, 2009 1:44 PM PDT
@daftkey: MySQL is not Google's "golden goose" - advertising is. ;)
by daftkey April 20, 2009 1:53 PM PDT
@Random_walk - That's true, but the major draw for Google toward its advertising is its search business, which is not Open Source, but is tied quite closely to their database.

You can bet that while MySQL powers Google's search business, it is in no way the stock Open Source database that we all know and love - there just isn't enough power in there for that kind of task.
See more comment replies
by 040hosting April 20, 2009 6:12 AM PDT
Wonder what will happen with MySQL which SUN did acquire now with Oracle are direct competitor in this market.
Reply to this comment
by Random_Walk April 20, 2009 8:47 AM PDT
Like I posted above... if Oracle threatens to strangle or disturb MySQL, the codebase will simply fork.

Given its popularity, there will always be an open-source and free flavor of MySQL for as long as folks want one.
by daftkey April 20, 2009 11:01 AM PDT
"Like I posted above... if Oracle threatens to strangle or disturb MySQL, the codebase will simply fork. "

And like someone else posted above - the codebase forking is only half the battle - a major project like this will still die without strong leadership.

"Given its popularity, there will always be an open-source and free flavor of MySQL for as long as folks want one. "

But will there be a BETTER open source and free flavour of MySQL, or will people simple start looking for alternatives? Of course, with the Sun acquisition, I think Oracle also picked up Postgre, the better of the two major Open Source DBs out there.

Yeah - this is kindof scary, isn't it?
by Random_Walk April 20, 2009 1:50 PM PDT
@daftkey: the solution is simple: you find the original maintainers (they'd left Sun recently, IIRC), and give them two things:

* a huge paycheck, and
* total freedom.

Next question?

"But will there be a BETTER open source and free flavour of MySQL, or will people simple start looking for alternatives? "

That answer is simple as well: take what's already there and improve on it. Sorta makes your question moot.

" I think Oracle also picked up Postgre[sic]"

Yep. It's GPL (which means its even harder to control). So?

If Oracle does anything stupid with either of them, they would only own the names, and nothing more.
by ahickey April 20, 2009 6:20 AM PDT
Unless I'm wrong - MySQL is already GPL. So the current version is out there. Oracle could stop releasing future version as GPL so it would just be community supported.
Reply to this comment
by Random_Walk April 20, 2009 8:48 AM PDT
You're absolutely correct - though that community would likely include the likes of Google, Intel, IBM, RedHat, and a lot of heavy hitters that use MySQL enough to make supporting developers for it worth their while.
by joetesta70 April 20, 2009 7:06 AM PDT
1 scanky ponytail + 1 creepy goatee = 1 wierdo company
Reply to this comment
by yacahuma April 20, 2009 7:16 AM PDT
This is kind of cool. IBM had to many common products. But Oracle is a whole different ballgame. Mysql is not on a dead track. I cant image someone at Oracle stupid enough to kill this amazing piece of software. Mysql is used by millions.
Reply to this comment
by gsigas April 20, 2009 7:23 AM PDT
Oracle will probably kill MySQL's active development, because they would rather have their database programmers focus on their core Oracle products than waste their time developing a cheaper alternative.
by Random_Walk April 20, 2009 8:49 AM PDT
@gsigas: You can't kill what can be forked. ;)
by zvonr April 20, 2009 7:23 AM PDT
RIP Unbreakable Linux
Long Live Unbreakable Solaris!
Reply to this comment
by Sausagebiscuit April 20, 2009 7:30 AM PDT
Makes me wonder if the Solaris OS is now dead for real (well it kinda already was, but im sure its still used in many places).
by Mr. Dee April 20, 2009 7:25 AM PDT
I thought this was an April fools joke. Heh, anyway, I think they share that same philosophy, to destroy Microsoft, but they might just destroy each other in the process. With Larry now owning an equal in almost everything Microsoft does, he must feel extra good about himself. Oracle Solaris, doesn't role off the tongue quite well. I hope existing SUN customers are ready to be charged dry and be forced to consume offerings they are not willing to pay for. 'If you don't buy Oracle Solaris 11 with Oracle 12g, you won't get xyz!"
Reply to this comment
by daftkey April 20, 2009 7:40 AM PDT
Well, luckily Oracle has a better business plan than just "kill Microsoft", hence why they are still a vibrant company and Sun has been a shell waiting to get bought.
by QASIMARA April 20, 2009 1:07 PM PDT
Mr. Dee, You seem to think everything is a fools joke, but who am I to impinge on your well-rehearsed world-view? "Rah! Rah! the mediums are closer to Helios well in time to prepare for Summer Solstice."
by dennisl59 April 20, 2009 7:38 AM PDT
Congratulations Larry!...Now you have a new boat anchor!
Reply to this comment
by Renegade Knight April 20, 2009 8:02 AM PDT
"Oracle expects to make money from its Sun property"

Proof right there that Sun doesn't need Oracle to thrive.
Reply to this comment
by BtmnHatesRbn April 20, 2009 8:29 AM PDT
Oracle buys Sun, which both own tons of Apple stock, and Apple, in turn, owns tons of their stock. Oracle has proposed numerous times to buy Apple, but mostly as a inside joke.

Apple also has stock in Xerox, Google, Disney, and Adobe, to name a few. So, how long before these companies all buy enough to be one, large company that just dominates computing? I think about another 15 years or so. It's all slow, and by then, the idiots in charge will all be in their 70s.

Oh, and if you deny this, you are a Micro$oft Apologist and have no voice worth reading or listening to.
Reply to this comment
by eadeguzman April 20, 2009 1:23 PM PDT
I can't imagine Mr. Jobs taking orders from Mr. Ellison... Though I see the possibility of Oracle buying Apple IF Jobs' health continue to worsen AND its stock goes downhill as a result.

In general, owning stocks of another company is one thing... Having control over that company is yet another.
by littleM April 20, 2009 8:41 AM PDT
It might be worth it to Oracle just to control MySQL. I doubt if much of the hardware business will remain. Getting Java might be some value. Of course, in this economy they have plenty of incentive to reduce the work force dramatically. We'll see if Mr. Ellison still has that keen edge for carving up this deal. Anyway, this Sun has finally set.
Reply to this comment
by pokiri April 20, 2009 9:07 AM PDT
Sun has 13 B annual revenue, much of it still comes from sparc based server business. So, Oracle may not kill it immediately.
by Random_Walk April 20, 2009 9:17 AM PDT
Not MySQL... think Java.

(MySQLis open-source, and therefore pretty much uncontrollable in the classic "we own it" stance. If you try to impose on it, it simply forks and you lose what little control you thought you had).
by zkysr April 20, 2009 8:44 AM PDT
I bet IBM feels sorry now. Everyone who has left comments about how Sun is like Yahoo rejecting MS, should feel like Jim Cramer telling everyone to buy Bear Stearns just before it failed. You are the same idiots who have said Sun is dead for 10 years, and had people who wanted to buy Sun gear worried about it's viability. Can't say that now, Oracle is going to around for a long time. Here is some advice for the rest of you on how to compete with this aquisition.

Michael Dell, you should buy Supermicro so you can can continue to grow as a whitebox pimp, RAC on poweredge sucks and so do you. Walmart could make you a better solutions provider, they spend more on R&D and have better engineers, partner with them more.

Mark Hurd, continue to invest in Itanium, it is the processor of the future and will replace Xeon, SPARC and Power in every server. Sybase, HPUX, and Itanium is the killer combination the world has been waiting for.

Sam Palmisano, you make great laptops.
Reply to this comment
by idfubar May 9, 2009 8:30 PM PDT
Wow! You, my friend, are spitting fire today!
by MikeeeC April 20, 2009 9:24 AM PDT
This is a good fit - one totally untrustworthy company buying another untrustworthy company. Makes me glad my clients are universally and rapidly moving away from both.
Reply to this comment
by JCPayne April 20, 2009 9:31 AM PDT
Ha, that was unfoseen. NICE MOVE ORCLE! Well done. IBM execs. left flatfooted w/ mouths wide open. Oracle gets smothe entry to the cellphone market w/ soo many mobile devices use Java.
Reply to this comment
by April 20, 2009 9:40 AM PDT
Again one major shift in the IT ecosystem...after CISCO. The question is clearly NOT on which software piece will remain but on the HW side that Sun is bringing to Oracle. With Sun acquisition Oracle access a new world with server including blades, storage for the data center space...Can't wait to see what will happen to IBM, HP..long lasting partnership with Oracle and how those guys will react to such move. SAP is also probably scractching his head currently
Reply to this comment
by BOTNET April 20, 2009 9:57 AM PDT
I'm very surprised about the comments here ... most of the posts are about mySQL. Oracle cares less about mySQL, yes they will support as any other good technology (Oracle never killed any good business). mySQL was never solid revenue stream for SUN neither.


The key for Oracle is hardware platform they can utilize for cloud computing and exadata hardware so they don't need to rely too much on HP


yes, JAVA and mySQL will make their position stronger and prevent any unexpected moves SUN in IBM hands could do
Reply to this comment
by slecalvez April 20, 2009 10:05 AM PDT
Larry Elisson doesn't know what to buy next. He should've bought Rehat, it has less overhead than Sun.
Reply to this comment
by jtaylorns April 20, 2009 10:32 AM PDT
7.4 billion dollars to squish MySQL. That's where the profit comes in. They could care less about servers and hardware.
Reply to this comment
by alegr April 20, 2009 12:10 PM PDT
IBM courted them so hard, but they eloped with Oracle.How impolite.
Reply to this comment
Showing 1 of 2 pages (61 Comments)

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