BEA Systems' board of directors should let company shareholders decide whether to accept Oracle's purchase offer of US$17 per share, Oracle CEO Larry Ellison said. The bid has technically expired, but Oracle remains interested in BEA, eyeing its customers and share of the middleware market.
"The BEA board can go ahead and recommend against the vote," Ellison said at Oracle's annual stockholder meeting. "But it should be the shareholders that decide the fate of the company."
Ellison asserted that Oracle's bid to buy BEA did its investors a favor. "If you look at what they were selling for before activist shareholders began pushing the board to sell the company, I think it was around US$11 a share," he said. "We think US$17 a share is a fantastic premium over where they would be trading if there were not a takeover premium in the stock."
By "activist shareholders," Ellison was referring to BEA's largest investor, billionaire Carl Icahn, who has demanded the board allow shareholders to consider Oracle's bid.
Icahn, who holds more than 58 million shares of BEA stock, said in a recent statement that he has begun legal proceedings in Delaware to prompt a shareholder meeting "before any scorched earth transactions (such as stock issuances, asset sales, acquisitions or similar occurrences) take place at BEA, other than transactions that are approved by shareholders."
The investor also charged BEA's board with attempting to "find ways to derail a sale" and preserve its grip on the company's direction. BEA can avoid battling a lawsuit if it agrees to conduct an auction sale, which would let shareholders consider offers from the highest bidder, Icahn said.
BEA's board maintains that Oracle's bid, which amounted to US$6.7 billion, was too low. BEA instead named a price of US$21 per share, or US$8.3 billion. Although industry speculation has been rampant since Oracle's bid expired last Sunday week, the company has made no public indications it will increase its offer and Ellison provided no new insight during the latest meeting, which was webcast.
Oracle's stock was trading at about US$22 before the weekend. Shares of BEA stood at roughly US$17.