Oracle Makes Cash Tender Offer for Retek at $9.00 Per Share
09 March 2005 - 8:15AM
PR Newswire (US)
Oracle Makes Cash Tender Offer for Retek at $9.00 Per Share In the
Last Two Days Oracle Purchased 10% of Retek's Shares REDWOOD
SHORES, Calif., March 8 /PRNewswire-FirstCall/ -- On Wednesday
morning, Oracle Corporation (NASDAQ:ORCL) will make a cash tender
offer to purchase all of the outstanding shares of Retek Inc.
(NASDAQ:RETK) at $9 per share. On Monday and Tuesday of this week,
Oracle purchased 5.5 million shares of Retek common stock,
representing nearly 10 percent of total shares outstanding. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO ) Oracle and
Retek have been partners since 1986, providing systems to many of
the world's largest retailers, and in October 2004, Oracle and
Retek began discussions about combining the two companies. Most of
Retek's applications have been built on Oracle's technology
platform using Oracle's development tools, and approximately 80
percent of Retek's customers currently run Oracle's infrastructure
software. Oracle and Retek share a vision of the future based on
the Java language and other industry standards. "Oracle's
Applications business in North America is larger than SAP's," said
Oracle CEO, Larry Ellison. "We intend to defend our number one
position." "The Retek customers I've talked to said they'd prefer
that Oracle buy Retek," said Oracle President, Charles Phillips.
"The vast majority of Retek customers already have a strong Oracle
relationship." Oracle has contacted Retek's management and has
delivered to Retek's Board of Directors the attached letter
indicating its interest in concluding an agreement and the details
of its offer. Oracle will host a conference call at 5:00 PM EST,
Tuesday, March 8, 2005 to discuss the Retek offer. A webcast of the
call will be available at http://www.oracle.com/investor. THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES.
THE SOLICITATION AND THE OFFER TO BUY RETEK'S COMMON STOCK WILL
ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS
THAT ORACLE CORPORATION INTENDS TO FILE ON MARCH 9, 2005.
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER
FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM ORACLE
CORPORATION. Letter to Retek's Board of Directors: March 8, 2005
Board of Directors Retek Inc. 950 Nicollet Mall Minneapolis,
Minnesota 55403 Members of the Board: Oracle Corporation is
proposing to acquire all of the outstanding shares of Retek Inc. at
$9.00 per share in cash. Our offer is superior to that of SAP and a
better value for Retek's shareholders. Oracle owns 5.5 million
Retek shares, or nearly 10 percent of the outstanding shares. We
will fund the acquisition of the remaining shares from our existing
cash balances, and our offer is not subject to any financing
condition. We are very familiar with Retek's business and
management team. We have been partners since Retek's founding in
1986, and most Retek applications have been developed using
Oracle's development tools. Approximately 80 percent of Retek's
customers currently run on Oracle's technology platform. Most
importantly, unlike SAP, we share a vision of the future with
applications built in the Java programming language and based on
industry standards. We have already put extensive thought into our
integration and joint product roadmap. Since Oracle's products are
complementary with Retek's, we will not need to rationalize
duplicate product sets or customer migration paths. Retek's
existing products will simply become part of the Oracle E- business
Suite. As a result, we think our combination is a far more
compelling value proposition for your customers, partners, and
employees. We are prepared to enter into a merger agreement with
you on essentially the same terms as your announced transaction
with SAP. We are including with this letter a draft merger
agreement and would expect to review the Company Disclosure
Schedule that is part of the SAP merger agreement but that was not
publicly filed. As the price we are offering represents a premium
to that offered by SAP on essentially the same non-financial terms,
it constitutes a Superior Company Proposal within the meaning of
your merger agreement with SAP. To minimize any timing discrepancy
between our offer and the transaction with SAP and to accelerate
payment to your shareholders, we are making a public announcement
of our offer simultaneously with the delivery of this letter. We
plan to commence a cash tender offer on March 9 with essentially
the same terms and conditions as the SAP tender offer, but at a
higher price. We also plan on March 9 to make pre-merger
notification filings with the Department of Justice and the Federal
Trade Commission under the Hart-Scott-Rodino Act. Retek may also be
required to make filings under that act. We believe that our
proposal is in the best interests of Retek's shareholders,
customers, partners, and employees. We look forward to your
response and to working with you to complete this transaction.
Sincerely, Lawrence J. Ellison Chief Executive Officer
http://www.newscom.com/cgi-bin/prnh/20020718/ORCLLOGO
http://photoarchive.ap.org/ DATASOURCE: Oracle Corporation CONTACT:
Jenny Gelhausen, Director, Investor Relations, +1-650-506-8057, or
Jeff Lettes, Vice President, Corporate Communications,
+1-650-506-9564, both of Oracle Corporation Web site:
http://www.oracle.com/
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