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 | ||
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¨ Definitive Proxy Statement | ||
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x Soliciting Material Pursuant to §240.14a-12 | ||
BEA Systems, Inc. (Name of Registrant as Specified In Its Charter) | ||
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To: All Employees
RE: Ongoing CEO Communications
From: Alfred Chuang
Jan. 24, 2008
Team,
Our announcement last week that our Board of Directors had signed a definitive agreement with Oracle under which Oracle will acquire BEA for $8.5 billion was the result of a thorough and diligent process by the Board that will maximize value for all our shareholders.Our two businesses are a natural strategic fit, combining Oracle’s strengths in database and applications with BEA’s market leadership in middleware.
I know you must have questions about what the announcement means for you. We don’t have all the answers today, but we will update you as soon and as frequently as appropriate. It’s important to remember that nothing is changing immediately. The transaction is subject to the approval of BEA’s stockholders, regulatory approvals and other usual closing conditions. We expect to receive those approvals and complete the transaction by mid-2008.
In the meantime, we will be operating as independent companies and we must remain focused on our day-to-day responsibilities so we can continue to deliver the same high-quality products and services we have always delivered for our customers.
In this spirit of “business as usual”, I will continue to provide you with highlights of our successes and the ways in which customers are using our products and technology to improve their business and get real results.
Keep up the good work!
Cheers,
Alfred
Cautionary Notice Regarding Forward-Looking Statements
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 others 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 transaction disrupts current plans and operations 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 may be adversely affected by other economic, business, and/or competitive factors. BEA is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.
These and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and elsewhere in BEA’s Form 10-K for the year ended January 31, 2007 that was filed with the Securities and Exchange Commission on November 15, 2007. Many of the factors that will determine the outcome of the subject matter of this release are beyond BEA’s ability to control or predict.
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/investorsor 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.