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Oracle seals $9.3 bn NetSuite acquisition

Oracle seals $9.3 bn NetSuite acquisition

WASHINGTON, (DNA) :  US software giant Oracle said Saturday that it has sealed its $9.3 billion acquisition of cloud computing company NetSuite.

Oracle said that a majority of shares — 53 percent — owned by eligible stockholders in the vote had been tendered. The acquisition is to be completed Monday, the company said in a statement.

The takeover agreement was announced in late July at a price of $109 per share, but it attracted criticism because Oracle executive chairman Larry Ellison and his family own a major stake in NetSuite of nearly 40 percent.

Under conditions of the deal, the transaction had to be approved by a majority of small, independent NetSuite shareholders, which excluded Ellison.

The deal allows Oracle to incorporate NetSuite’s cloud-based financial management and resource planning products, strengthening its tools in the cloud.

For the 2017 fiscal first quarter ended August 31, Oracle reported total revenues of $8.6 billion, up two percent from a year ago. Total cloud revenues shot up 59 percent to $969 million.

Under conditions of the deal, the transaction had to be approved by a majority of small, independent NetSuite shareholders, which excluded Ellison.

Netsuite’s board had run into criticism from mutual fund group T Rowe Price, the company’s biggest outside shareholder with nearly 18 per cent of the stock, which argued the Oracle offer was too low. The investment firm pushed last week for the offer to be raised from the current $109 a share to $133.

That overture was rejected by Oracle, which had already said it would walk away from the deal on November 4 if holders of fewer than 50 per cent of the shares eligible to vote on the deal backed its bid.

The offer was complicated by the fact that Larry Ellison, Oracle’s co-founder and chairman, is also Netsuite’s main shareholder, with nearly 40 per cent of the stock. To avoid charges of conflict of interest, Mr Ellison agreed that his shares would not count towards the NetSuite vote.

T Rowe Price’s failure to force a higher price for NetSuite marks the second time this year it has come away empty-handed after questioning the price paid in a big tech acquisition. A court in Delaware backed its argument that PC entrepreneur Michael Dell had underpaid in 2013 to buy out the PC maker that bears his name, awarding shareholders who held out against the deal a 28 per cent higher price. However, the T Rowe Price found it had mistakenly voted in favour of the Dell offer and couldn’t collect on the payout, eventually paying $194m to its investors to make up for the error.

 






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