Exhibit (a)(1)(vii)
This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated April 25, 2006 and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offeror (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Portal Software, Inc.
at
$4.90 Net Per Share
by
Potter Acquisition Corporation
a wholly owned subsidiary of
Oracle Systems Corporation
a wholly owned subsidiary of
Oracle Corporation
Potter Acquisition Corporation, a Delaware corporation (“Offeror”) and a wholly-owned subsidiary of Oracle Systems Corporation, a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), is offering to purchase all outstanding shares of common stock, $0.001 par value per share (the “Shares”) of Portal Software, Inc., a Delaware corporation (the “Company”), at $4.90 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 22, 2006, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. Pursuant to the Agreement and Plan of Merger, dated April 11, 2006, by and among Parent, Offeror and the Company (the “Merger Agreement”), as soon as practicable after consummation of the Offer and the satisfaction or waiver of certain conditions, Offeror will be merged with and into the Company, and the Company will become a wholly-owned subsidiary of Parent (the “Merger”).
The board of directors of the Company has unanimously approved the Offer and the Merger and determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the stockholders of the Company and unanimously recommends that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer.
The Offer is conditioned upon, among other things: (i) prior to the then scheduled expiration date of the Offer, there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of Shares that, together with the Shares then owned by Parent and Offeror, represents at least a majority of (x) all then outstanding Shares, plus (y) all Shares issued or issuable upon the exercise of all then outstanding Company options with an exercise price that is equal to or less than $6.00, plus (z) all Shares issued or issuable upon the exercise, conversion or exchange of any other securities or other rights (other than the Company options) that are exercisable, convertible or exchangeable for Shares; (ii) there be no governmental authority issuing an order or taking other action (including by instituting proceedings before a court of competent jurisdiction) making illegal or otherwise prohibiting the consummation of the Offer or the Merger or placing material limitations on the transaction; (iii) there be no governmental authority taking action or instituting proceedings against Parent or the Company or their respective subsidiaries relating to the Offer or Merger or the transactions related the Offer or Merger that has or is reasonably likely to have a material adverse effect on the Company; (iv) there be no action or proceeding instituted or pending before any court of competent jurisdiction on behalf of holders of Company securities, whether for their own account or in right of the Company, that has or is reasonably likely to have a material adverse effect on the Company; (v) there be no change in the recommendation of the board of directors of the Company relating to the Offer or the Merger; (vi) there be no material adverse effect on the Company or its business and (vii) all waiting periods under applicable antitrust laws having expired or been terminated. If any of these conditions is not satisfied, the Offeror (a) shall not be required to accept for payment or, subject to any applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), pay for any tendered Shares, (b) may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares and (c) may terminate or amend the Offer as to Shares not then paid for. Offeror may waive any of the conditions to the Offer, except for the condition described in clause (i) above, which may only be waived with the prior written consent of the Company. The Offer is not conditioned upon Oracle, Parent or the Offeror obtaining financing.
Subject to the parties’ right to terminate the Merger Agreement if the Offer and Merger are not consummated by July 26, 2006 and the parties’ rights to otherwise terminate the Merger Agreement and Offer pursuant to the terms of the Merger Agreement, the Offer shall be extended by Offeror: (i) for successive periods of ten business days each, if any of the conditions to the Offer have not been satisfied or waived as of any then scheduled expiration date for the Offer in order to permit the satisfaction of the conditions to the Offer; or (ii) for any period as may be required by any rule, regulation, interpretation or position of the SEC, the Nasdaq National Market and the New York Stock Exchange that is applicable to the Offer.
After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived, but 100% of the Shares have not been tendered, the Offeror may, subject to certain conditions, extend the Offer for a subsequent offering period (a “Subsequent Offering Period”) of between three and twenty business days to permit additional tenders of Shares;provided, however, that in the event that more than 80% of the then outstanding Shares (calculated in the manner described in the paragraph preceding the immediately preceding paragraph) have been validly tendered and not withdrawn prior to the expiration of the Offer, Offeror shall extend the Offer for a Subsequent Offering Period of twenty business days immediately following the expiration of the Offer. No withdrawal rights apply to Shares tendered in a Subsequent Offering Period, and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares previously tendered in the Offer and accepted for payment.
For purposes of the Offer, the Offeror shall be deemed to have accepted for payment tendered Shares when, as and if the Offeror gives oral or written notice to Computershare Trust Company, N.A. (the “Depositary”) of its acceptance for payment of the tenders of such Shares. Payment for Shares accepted pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company), (ii) a properly completed and duly executed Letter of Transmittal and (iii) any other required documents.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer. Thereafter, such tenders are irrevocable, except that they may be withdrawn after June 23, 2006 unless
such Shares have been accepted for payment as provided in the Offer to Purchase;provided, however, that there will be no withdrawal rights during any Subsequent Offering Period. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution (as defined in the Offer to Purchase), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must also specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn Shares.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and the related Letter of Transmittal and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase, the related Letter of Transmittal and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the Company’s board of directors and the reasons therefor) contain important information. Stockholders should carefully read these documents in their entirety before any decision is made with respect to the Offer.
Any questions or requests for assistance may be directed to the Information Agent at the telephone numbers and addresses set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent as set forth below, and copies will be furnished promptly at the Offeror’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, stockholders are directed to contact Computershare Trust Company, N.A., the Depositary for the Offer, at (877) 282-1168.
The Information Agent for the Offer is:
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: tenderoffer@mackenziepartners.com
April 25, 2006