Together, Oracle and Opower Will Become the Largest Provider
of Mission-Critical Cloud Services to the $2.3 Trillion Utilities
Industry
Opower (NYSE: OPWR), the leading provider of customer engagement
and energy efficiency cloud services to utilities, today announced
that it has entered into a definitive agreement to be acquired by
Oracle (NYSE: ORCL), for $10.30 per share in cash. The transaction
is valued at approximately $532 million, net of Opower’s cash.
Opower’s solutions enable over 100 global utilities, such as
PG&E, Exelon and National Grid, to deliver a modern digital
customer experience. Opower’s big data platform stores and analyzes
over 600 billion meter reads from 60 million utility end customers,
enabling utilities to proactively meet regulatory requirements,
decrease the cost to serve, and improve customer satisfaction.
“Utilities want modern technology solutions that work together
to meet their evolving customer, operational and compliance needs,”
said Rodger Smith, Senior Vice President and General Manager,
Oracle Utilities Global Business Unit. “Together, Oracle Utilities
and Opower will be the largest provider of mission-critical cloud
services to utilities.”
“The combination will provide the industry with the most
modern, complete cloud applications for the entire utility value
chain, from meter to grid to end-customers," said Dan Yates, Chief
Executive Officer and Co-Founder, Opower. "We are excited to
join Oracle and to bring even more value to our
customers as part of the Oracle
Utilities Industry Cloud Platform."
The Board of Directors of Opower has unanimously approved the
transaction. The transaction is expected to close in 2016, subject
to Opower’s stockholders tendering a majority of Opower’s
outstanding shares and derivative securities exercised prior to the
closing of the tender offer, certain regulatory approvals and other
customary closing conditions.
More information about this announcement is available at
www.opower.com/oracle.
Additional Information
Oracle AND Opowerhttps://www.opower.com/oracle
Customer and Partner
Letterhttps://opower.com/wp-content/uploads/2016/05/Opower_Customer_Letter_FINAL-_050216_named.pdf
FAQhttps://opower.com/wp-content/uploads/2016/05/Overview-and-Frequently-Asked-Questions_Opower.pdf
General
Presentationhttps://opower.com/wp-content/uploads/2016/05/Opower_Announcement-General-Presenatation-Brand_050216_named.pdf
About Opower
Opower (NYSE: OPWR) is an enterprise software company that helps
utilities elevate the customer experience. Energy providers use
Opower's customer engagement platform to deliver proactive, digital
communications that raise customer satisfaction, manage energy
demand, and lower service costs. Opower's software is deployed to
100 utilities worldwide and reaches more than 60 million homes and
businesses. For more information, please visit www.opower.com and
follow us on Twitter at @Opower.
Important Information
In connection with the proposed acquisition, Oracle will
commence a tender offer for the outstanding shares of Opower. The
tender offer has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Opower, nor is it a
substitute for the tender offer materials that Oracle and its
acquisition subsidiary will file with the SEC upon commencement of
the tender offer. At the time the tender offer is commenced, Oracle
and its acquisition subsidiary will file tender offer materials on
Schedule TO with the SEC, and Opower will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
OPOWER’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender offer statement and the
Solicitation/Recommendation Statement will be made available to
Opower’s stockholders free of charge. A free copy of the tender
offer statement and the solicitation/recommendation statement will
also be made available to all stockholders of Opower by contacting
Opower at investor@opower.com or by phone at (703) 778-4544. In
addition, the tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website: www.sec.gov, upon filing with the SEC.
OPOWER’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND
THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH
RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES
THERETO.
Forward-Looking Statements
Any statements made in this communication that are not
statements of historical fact, including statements about the
expected timetable for completing the transaction and Opower’s
beliefs and expectations and statements about the tender offer and
Oracle’s proposed acquisition of Opower, including the timing of
and closing conditions to the acquisition, and the potential
effects of the acquisition on both Oracle and Opower are
forward-looking statements that are based on management’s beliefs,
certain assumptions and current expectations and should be
evaluated as such. These statements may be identified by their
use of forward-looking terminology such as the words “expects,”
“projects,” “anticipates,” “intends” and other similar words.
Forward-looking statements include statements that may relate to
Oracle’s or Opower’s plans, objectives, strategies, goals, future
events, future revenues or performance, and other information that
is not historical information. Such forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected. These risks and
uncertainties include, but are not limited to, general economic,
business and market conditions and the satisfaction of the
conditions to closing of the proposed transaction. For a more
complete discussion of certain of the risks and uncertainties that
could cause actual results to differ from those contained in the
forward-looking statements with respect to Opower, see the
discussion of risks and uncertainties in Opower’s annual report on
Form 10-K for the fiscal year ended December 31, 2015,
other reports Opower files under the SEC, as well as the tender
offer documents to be filed by Oracle, OC Acquisition LLC and
Opower. The forward-looking statements contained in this report are
made as of the date hereof, and Opower undertakes no obligation to
update any forward-looking statements, whether as a result of
future events, new information or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
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version on businesswire.com: http://www.businesswire.com/news/home/20160502005618/en/
OpowerMatt Maurer, 571-317-2031Matt.maurer@opower.com
OPOWER, INC. (NYSE:OPWR)
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