UNITED STATES | ||||
SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
SCHEDULE 14A | ||||
Proxy Statement Pursuant to Section 14(a) of | ||||
the Securities Exchange Act of 1934 | ||||
Filed by the Registrant x | ||||
Filed by a Party other than the Registrant ¨ | ||||
Check the appropriate box: | ||||
¨ Preliminary Proxy Statement | ||||
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
¨Definitive Proxy Statement | ||||
¨ Definitive Additional Materials | ||||
x Soliciting Material Pursuant to §240.14a-12 | ||||
BEA Systems, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
N/A | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
x No fee required. | ||||
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
¨ Fee paid previously with preliminary materials. |
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and | ||
identify the filing for which the offsetting fee was paid previously. Identify the previous filing by | ||
registration statement number, or the Form or Schedule and the date of its filing. | ||
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | ||
SALES TEAM TALKING POINTS | |
(for sales team to use in discussion with customers in combination with Alfred’s customer letter – for discussion only, not for distribution) | |
§ | As I’m sure you’re aware, BEA has signed a definitive agreement with Oracle under which Oracle will acquire BEA. Please let me know if you have not seen the letter Alfred Chuang wrote to customers. |
§ | As you may recall, last October, Oracle made an offer to purchase BEA at $17.00 per share, which the Board rejected as inadequate. Since that time, our Board, with the assistance of outside financial and legal advisors, has been exploring ways to maximize value for our stockholders, including engaging in discussions regarding the possible sale of the company. |
§ | This transaction is the culmination of a thorough and diligent process by the Board. They unanimously believe this is the right opportunity to maximize value for stockholders. |
§ | The combination also makes strategic sense. By combining BEA’s leadership in middleware with Oracle’s strength in database and applications, we will create a company uniquely positioned to provide the complete range of enterprise software needs. We believe that you will benefit from the fully integrated products and services that the combined company will offer. |
§ | We expect to complete the transaction by mid-2008, but until that time BEA and Oracle will continue to operate as independent companies. That means we will continue to deliver the same high quality products and services that you have come to expect. |
§ | Oracle has committed to preserving your investments in BEA products. In addition, they have said they will support our products in a similar manner to their other recent acquisitions. |
§ | Over the next several months, we will be working with Oracle to ensure a seamless transition of our organization and customers. |
§ | We appreciate your support of BEA. Please do not hesitate to contact me should you have additional questions. |
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Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward looking statements about Oracle and BEA including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of BEA. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against BEA and/or Oracle following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain stockholder approval, (4) the inability to obtain necessary regulatory approvals required to complete the merger; (5) the risk that the proposed merger disrupts current plans and opera tions and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger or of any combination of BEA and Oracle; (7) the timing of the initiation, progress or cancellation of significant contracts or arrangements, the mix and timing of services sold in a particular period; and (9) the possibility that BEA and Oracle may be adversely affected by other economic, business, and/or competitive factors.
In addition, please refer to the documents that Oracle and BEA, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and BEA's respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. Many of the factors that will determine the outcome of the subject matter of this release are beyond Oracle and BEA’s ability to control or predict. Oracle and BEA are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.
Important Additional Information Regarding the Merger will be filed with the SEC.
In connection with the proposed merger, BEA will file a proxy statement with the Securities and Exchange Commission (the “SEC”).Investors and security holders are advised to read the proxy statement when it becomes available because it will contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by BEA at the SEC website athttp://www.sec.gov. The proxy statement and other documents also may be obtained for free at BEA’s Internet website atwww.bea.com/investors or by writing to BEA Systems, Inc., 2315 North First Street, San Jose, CA 95131, Attn: Investor Relations Department.
BEA and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of BEA’s participants in the solicitation, which may, in some cases, be different than those of BEA stockholders generally, is set forth in BEA’s Annual Report on Form 10-K for the year ended January 31, 2007 filed with the SEC on November 15,
2007 and on BEA's website atwww.bea.com/investors, and will be set forth in the proxy statement relating to the merger when it becomes available.