Oracle Looking For BEA Stockholder Action?

Despite passing a crucial deadline this weekend, Oracle's bid for BEA Systems may not be completely null, just shifting tactics.

BEA's Board of Directors allowed Oracle's $17 per share bid expire 5 p.m. Sunday without initiating any negotiations or exploring any possibility of a compromise bid.

Oracle warned BEA that it would not be increasing its offer, even though BEA's board said Oracle was "undervaluing the company" and sought an increase to $21 a share on Oct. 25.

"Over the last 20 days the BEA Board has repeatedly rejected our offer and refused to meet with us, even though we offered to meet without any preconditions," said Oracle in an unattributed announcement on the ending of its bid. In recent exchanges, Charles Phillips, Oracle president, has been the firm's spokesman on the offer.

From the start, BEA appeared wary of getting itself into negotiations with Oracle, a move that in the case of applications provider PeopleSoft tended to slow some sales. When a company is an acquisition target, potential customers may rock back on their heels and take a wait and see attitude. The reluctance to buy from an acquisition target tends to strengthen the hand of the bidder.

But Oracle appeared to still be casting covetous eyes toward BEA, even as it retreated.

Instead of just washing its hands of the affair, the Oracle spokesman pointed out at length: "The BEA shareholders should not assume that Oracle will renew its $17 per share offer in the future. Over time many things can change: BEA's business might materially weaken, the stock market can fall further from its recent record highs, or Oracle may have committed its capital elsewhere."

Knowing Carl Icahn held 13% of BEA and urged its sale to a buyer, Oracle at one point warned BEA's board that it did not wish to engage in a hostile takeover and would be happy to leave the issue to BEA's stockholders.

"We asked the BEA Board to allow their shareholders to vote on our $17 per share proposal. They chose not to. If the BEA shareholders are unhappy with the behavior of the BEA Board, it is up to those shareholders, not Oracle, to take appropriate action," Oracle's statement concluded.