Oracle announced Tuesday it completed its
Oracle--which like
In Oracle's case, the enterprise software applications behemoth spent more than three months applying pressure to its rival BEA, before the parties struck a deal with the help of the middleware software maker's largest individual investor, Carl Icahn.
BEA initially
"The addition of BEA will accelerate innovation by bringing together two companies with a common vision of a modern service-oriented architecture infrastructure," Charles Phillips, Oracle's president, said in a statement. "Together, Oracle and BEA will provide a series of complementary and well-engineered middleware products, allowing customers to more easily build, deploy, and manage applications in a secure environment."
With the tech industry closing the chapter on one contentious merger effort that eventually turned "friendly," it waits to see if another will begin with Microsoft going "hostile" with its bid to acquire Yahoo. Microsoft is weighing its options this week.
The Eclipse Foundation on Monday announced the creation of a project called Equinox, a significant expansion for the open-source group beyond development tools and into runtime software.
The project will focus on making tools for deploying applications once they are completed. For example, the software would allow an IT professional to install only portions of a Java application as needed, rather than all of the code, to save on server resources.
The Equinox runtime software will be an implementation of a standard, called OSGi, formerly known as the Open Services Gateway initiative.
The technology gives software companies a standardized way to break applications down into smaller components that can work together once an application is deployed, according to the OSGi Alliance.
The Equinox project has the backing of a number of existing Eclipse projects which already deal with platforms for deploying applications, including the Eclipse Communications Framework and Rich Ajax Platform.
The software will be suitable for deploying applications across different operating systems and hardware, including servers and mobile, according to Eclipse.
The move is a significant departure for Eclipse, which is best known as a popular open-source integrated development environment (IDE) for designing and writing programs, particularly for Java.
Tony Baer of Eclipse said that OSGi and Equinox could make traditionally monolithic middleware more flexible and easier to work with.
"With Equinox planting Eclipse's feet into run time, the potential of OSGi could become pretty huge," he said in a blog posting. "Taken literally, it could provide a new model for application integration, or in the words of RedMonk's James Governor, a 'stackless stack.' Governor provides a detailed listing of early offerings that are supporting the OSGi model of dynamic composition of applications.
"If you take the idea of stackless stacks to its logical conclusion, that means the end of monolithic middleware stacks as we know them."
As Microsoft makes a buyout play for a reluctant Yahoo, the software giant may want to enlist the help of billionaire investor Carl Icahn.
The shareholder activist apparently played matchmaker extraordinaire in Oracle's $8.5 billion buyout bid for BEA Systems, according to BEA Systems' Securities and Exchange Commission filing on Thursday.
Carl Icahn
The SEC filing, which provides a behind-the-scenes look at the merger, not only gives a glimpse of Icahn's active matchmaking role between Oracle and BEA, but also the middleware software maker's efforts to find other suitors.
For those who were wondering whether there was ever anyone else except Oracle who was interested in doing something with BEA, the answer is a sort of "yes," according to the filing:
Between the time Oracle made its initial $17-a-share offer in October and through January, when BEA agreed to Oracle's higher offer, the list of potential interested "strategic partners" dropped from three to none.
"From time to time during the period from October 2007 until January 2008, BEA and its advisors held exploratory discussions with ten potential strategic partners regarding a possible transaction with BEA. These exploratory conversations led to in-person meetings between management of BEA and three potential strategic partners," BEA said in its filing. "By early January of 2008, of the three potential strategic partners with whom BEA had in-person meetings since October 2007, two had indicated they did not wish to continue discussions. The one potential strategic partner with whom conversations were ongoing expressed an interest in a possible strategic investment or commercial agreement, but stated that it was unwilling to contemplate an acquisition of BEA in the near term."
Meanwhile, Icahn was standing by and pushing BEA to the dance floor, where Oracle was ready to do the waltz.
BEA, after initially rejecting Oracle's $17-a-share offer because it undervalued the company, had a discussion the following day with its advisors to figure out the right value that would be needed to kick off talks, according to the filing. And Icahn played a big role in prompting such action, according to the filing.
"On October 24, 2007, at the direction of the board, representatives of Goldman Sachs had discussions with Mr. Icahn and certain of his associates, in which Mr. Icahn recommended that the BEA board of directors exempt Oracle's $17-per-share offer from BEA's stockholder rights plan if the offer were supported by a majority of the shares. Mr. Icahn also stated that he intended to make a public announcement the following day regarding his recommendation.
"The BEA board of directors met telephonically and representatives of Goldman Sachs described the conversations that had occurred between them and Mr. Icahn. Representatives of Goldman Sachs stated to the board that they and BEA's other advisors had discussed Mr. Icahn's recommendation and statement that he would make a public announcement, and recommended to the board that it consider whether it should make an announcement that evening regarding the price at which the board would be prepared to discuss a sale of BEA.
"Discussion ensued regarding financial analyses, synergies expected by BEA's management to be achievable with various acquirers, other strategic options and related matters, and after thorough consideration and discussion, the board unanimously determined that it would be prepared to discuss the sale of BEA at a price of $21.00 in cash per share."
Roughly two weeks later, BEA announced it entered into a confidentiality agreement with Icahn, in which BEA's largest investor would be able to review certain financial data of the company. BEA's chief executive, Alfred Chuang, also addressed with Icahn such topics as BEA's strategic options and tactical issues.
That apparently wasn't lost on Oracle's president, Charles Phillips. The next day, Phillips was on the phone with Icahn.
"On November 7, 2007, Mr. Phillips telephoned Mr. Klein to discuss the nondisclosure agreement BEA had entered with Mr. Icahn and inquired how to recommence discussions with BEA regarding an acquisition. Mr. Klein reiterated the board's conclusion that the $17 proposal substantially undervalued BEA and that it was prepared to authorize negotiations at $21 per share on reasonable and customary terms. "
Towards the end of November, Icahn offered his New York offices as a meeting place for Oracle and BEA, with the hope of the two companies could "move forward toward an acceptable transaction."
But BEA said thanks, but no thanks. Instead, they asked Oracle to prepare a markup of a proposed merger agreement and send it to their attorneys.
While that was underway, Icahn had not been idle.
"On January 11, 2008, Mr. Icahn called a representative of Goldman Sachs and conveyed that, as a result of the discussions and negotiations that had occurred between Mr. Icahn and Oracle, Oracle would be prepared to pay $19.375 per BEA share and to include a $500 million reverse termination fee in the event regulatory approval was not received. Based on those terms, Mr. Icahn stated that he would agree to vote in favor of a transaction, and that he would be prepared to announce publicly his support of such an offer by Oracle."
Five days later, BEA Systems announces its merger with Oracle.
And the sales price? $19.375 per share.
BEA Systems rolled out a slew of announcements Wednesday and, no, none of them had to do with Oracle's efforts to acquire the company, or BEA's largest shareholder Carl Icahn raising a stink about its lackluster share price.
Rather, the company unveiled its BEA AquaLogic Enterprise Security 3.0, its new WebLogic Event Server tools to support Eclipse's open-source environment, and announced its BEA Guardian will be offered free of charge.
BEA's AquaLogic Enterprise Security 3.0 is designed to dish up new security service modules to aid customers' ability to secure application integrations, business processes, a range of application environments and corporate data stored in relational databases. BEA plans to make the 3.0 version generally available on Friday.
The middleware vendor also rolled out its Eclipse-based tooling support for BEA WebLogic Event Server users. The tools aim to enable Eclipse developers to quickly code, test, and deploy service-oriented architecture services and applications geared toward processing numerous data streams, using rules to detect patterns and characteristics in the data.
BEA is not only offering up its BEA Guardian for free, but also will do likewise when its BEA Guardian 1.1 version makes its debut in the spring. BEA Guardian is designed to scan application servers and remove potential incompatibilities before they occur. In the next version, 1.1, BEA will also bundle the software in with its upcoming WebLogic Server releases.
Fusion, or confusion?
For Niranjan Reddy, a technical lead at Office Depot, the answer was Fusion, with less confusion.
That was Reddy's assessment, after listening to Thomas Kurian, top executive on Oracle's Fusion middleware efforts, during his keynote speech Tuesday at Oracle OpenWorld on the company's Fusion Middleware 11g beta.
"We wanted to see how much better it would be to use Fusion 11g with E-Business (Suite) 12," Reddy said. "Right now, we're using many different adapters outside of Fusion Middleware, but with Fusion 11g and E-Business 12 we could bring it all in--we could develop and deploy within E-Business 12."
And for John Doe consumer perusing the isles or Web site at Office Depot, Reddy said it will help get an improved picture of the inventory carried on the shelves.
Kurian, taking the stage at Oracle OpenWorld, touted the new features, from offering a Service Oriented Architecture (SOA), enterprise 2.0 functionality and grid computing via a single platform.
He added the new features will also include greater security, such as encryption and authentication, as well as the ability to develop richer enterprise applications via Oracle's Applications Development Framework.
Fusion Middleware 11g, which is slated for delivery next year, may offer additional bells and whistles, but it's debatable how many customers will switch over from their current Oracle installations.
Although Fusion Middleware will feature a PeopleSoft user interface, the actual PeopleSoft code will not be baked in. A number of Oracle's PeopleSoft customers use middleware from other vendors, such as BEA Systems--a company Oracle recently tried to acquire but was rebuffed.
"It won't be a smooth transition for PeopleSoft customers. It's not as simple as an upgrade. It will be equivalent to a re-implementation," said Lee Geishecker, enterprise strategies vice president for AMR Research.
Because Oracle is not forcing customers of the companies it acquires to adopt its Fusion Middleware, or Fusion applications once the software is released, it will need to woo them over with the technology Fusion offers, Geishecker said.
And Kurian attempted to do just that Tuesday.
SAP has no plans to follow Oracle down the megamerger path.
That, apparently, is the sentiment of Henning Kagermann, SAP's chief executive, who played down the prospect that the German enterprise software maker would make a bid for middleware maker BEA Systems, according to a report in the Financial Times.
The lithe Kagermann wants to stay focused on acquisitions to push SAP into new markets, such as its mega billion-dollar acquisition of Business Objects, whereas a bid for BEA would only bulk up its presence in the middleware market. He indicated that SAP archrival Oracle can make its play for BEA, undisturbed.
Kagermann apparently is not blowing after-dinner smoke. He has not approached SAP's supervisory board about clearing the table for yet another megadeal, a source told CNET News.com.
Meanwhile, back at the BEA ranch, Oracle President Charles Phillips kicked up some dust when he complained of BEA canceling a meeting set for last Friday, which was allegedly designed to lead to a deal announcement for Monday. BEA rejected Oracle's $17-a-share cash offer as too low.
One BEA source noted that the middleware maker has publicly refuted Phillips' characterization of a planned "meeting," but that despite the craziness of Oracle's claims, BEA would take a look at any other bids its rival passes its way. After all, BEA is a publicly traded company, so it has an obligation to deliver the best bang for the buck to its shareholders.
Talk of rival bids other than from SAP have also surfaced, such as ones from IBM and Hewlett-Packard. But IBM has its own middleware deal with WebSphere that rivals BEA's WebLogic. And HP took a hit on its acquisition of Bluestone Software for $467 million in 2000. Two years later, it exited the middleware market, with plans to partner with BEA and Microsoft.
So with Oracle's offer still standing at $17 a share in cash for BEA, a watchful eye is on the horizon for a bigger offer from Oracle--or a rival bid.
It's nice to see Red Hat investing in JBoss. It's good for the company and, I believe, good for JBoss.
In the first formal offering of the JBoss Application Platform with an OEM, Red Hat and Dell today announced that Dell will be shipping its PowerEdge servers with the JBoss Enterprise Application Platform or the Red Hat Application Stack, which includes Red Hat Enterprise Linux, JBoss Enterprise Application Platform and MySQL.
Most interestingly (though not surprisingly), you can get JBoss Enteprise Application Platform preintegrated and bundled with Windows, too.
The Dell/Red Hat offering features three solutions:
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