COLUMBIA, Md., June 23, 2014 /PRNewswire/ -- MICROS Systems,
Inc. (NASDAQ: MCRS), a provider of information technology solutions
for the hospitality and retail industries, today announced that it
has entered into a definitive agreement to be acquired by Oracle.
Under the terms of the agreement, MICROS stockholders will receive
$68.00 in cash for each share of
common stock they hold. The purchase price represents a
fully-diluted equity value of approximately $5.3 billion, or $4.6
billion net of cash.
Cloud, mobile, social, big data and the internet of things are
impacting every industry, encouraging companies to modernize in
order to compete effectively. The addition of MICROS extends
Oracle's offerings in industries by combining MICROS' industry
specific applications with Oracle's business applications,
technologies and cloud portfolio. Together, Oracle and MICROS will
help hotels, food & beverage facilities, and retailers to
accelerate innovation, transform their businesses, and delight
customers with complete, open and integrated solutions.
The Board of Directors of MICROS has unanimously approved the
transaction. The transaction is expected to close in the second
half of 2014, subject to MICROS stockholders tendering a majority
of MICROS' outstanding shares and shares representing vested equity
incentive awards in the tender offer, certain regulatory approvals
and other customary closing conditions.
"MICROS has been focused on helping the world's leading brands
in our target markets since we were founded in 1977, including
running more than 330,000 sites across 180 countries today," said
Peter Altabef, President and CEO,
MICROS. "In combination with Oracle, we expect to help accelerate
our customers' ability to innovate and differentiate their
businesses by utilizing Oracle's technologies, cloud solutions, and
scale. We are very excited about the great opportunities this will
create for our customers and employees."
"Oracle has successfully helped customers across multiple
industries, harness the power of cloud, mobile, social, big data
and the internet of things to transform their businesses," said
Oracle President Mark Hurd. "We
anticipate delivering compelling advantages to companies within the
Hospitality and Retail industries with the acquisition of
MICROS."
"We are committed to protecting and enhancing customer
investments in MICROS solutions. MICROS' management and employees
will form a dedicated business within Oracle to maintain their
focus on serving customers," said Bob
Weiler, Executive Vice President, Oracle Global Business
Units. "Our industry organizations maintain deep domain expertise
and focused investment, which includes more than 18,000 Oracle
employees and over $500 million in
annual R&D spend. This model has proven highly successful
across several industries, and we look forward to bringing these
same benefits to the customers of MICROS."
"We expect this transaction to be immediately accretive to
Oracle's earnings on a non-GAAP basis and to expand over time,"
said Oracle President and CFO Safra
Catz.
More information about this announcement is available at
micros.com/oracle.
About MICROS Systems, Inc.
MICROS Systems, Inc.
provides enterprise-wide applications, services and hardware for
the hospitality and retail industries. Serving an extensive
portfolio of clients worldwide, MICROS solutions are utilized in
hotels, casinos, table and quick service restaurants, retail,
leisure and entertainment, fuel and convenience, cruise, and travel
operations in more than 180 countries, and on all seven continents.
MICROS combines its industry knowledge and expertise to provide
cloud-based, mobile and on premise solutions that allow its clients
to streamline operations and successfully engage their
customers.
MICROS applications include point of sale, property management,
central systems, business intelligence, eCommerce, loyalty, CRM,
loss prevention, distributed order management, labor management,
inventory management, and merchandise planning solutions. MICROS
services include hosting and SaaS, platform implementation and
integration, strategic business consulting, interactive marketing,
design services including creative and user experience, and managed
services. MICROS stock is traded through NASDAQ under the symbol
MCRS.
For more information on MICROS and its advanced information
technology solutions for the hospitality and retail industries,
please contact Louise Casamento,
Vice President of Marketing at (443) 285-8144 or (866) 287-4736.
You can also visit the MICROS website at www.micros.com or send an
email to info@micros.com. Follow MICROS on Facebook,
LinkedIn, YouTube, and the MICROS Blog.
Additional Information and Where to Find It
This
document does not constitute an offer to buy or a solicitation of
an offer to sell securities. The tender offer for the outstanding
shares of common stock of MICROS ("Offer") described in this
document has not commenced. At the time the Offer is commenced,
Oracle Corporation ("Oracle"), OC Acquisition LLC and Rocket
Acquisition Corporation, an indirect wholly-owned subsidiary of
Oracle (the "Merger Subsidiary") will file a Tender Offer Statement
on Schedule TO with the U.S. Securities and Exchange Commission
("SEC"), and MICROS will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC. The Tender Offer
Statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
Solicitation/Recommendation Statement, as they may be amended from
time to time, will contain important information that should be
read carefully before any decision is made with respect to the
Offer. Those materials and all other documents filed by
MICROS, Oracle, OC Acquisition LLC or Merger Subsidiary with the
SEC will be available both at no charge on the SEC's web site
at www.sec.gov and may be obtained for free by directing requests
to investors@micros.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains forward-looking
statements that involve risks and uncertainties concerning the
parties' ability to close the transaction and the expected closing
date of the transaction, and reflect management's best judgment
based on factors currently known. Our actual results may differ
materially from those discussed here. These risks and uncertainties
include, among others: the timing of the closing of the proposed
transaction, the outcome of regulatory reviews of the proposed
transaction, the ability of the parties to complete the
transaction, the ability of the parties to meet the closing
conditions, and other risks detailed from time to time in our SEC
filings, including our most recent annual report on Form 10-K and
most recent quarterly report on Form 10-Q. We disclaim any
intention or obligation to publicly update or revise any
forward-looking statements, including any guidance, whether as a
result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
The MICROS logo is a registered trademark of
MICROS Systems, Inc.
All other product and brand names are the property of their
respective owners.
Contact:
Louise J. Casamento
Vice
President of Marketing
443-285-8144
lcasamento@micros.com
SOURCE MICROS Systems, Inc.