Oracle Buys MICROS Systems
Adds Innovative Hospitality and Retail Technology Vendor to
Expand Oracle Into More Industries
REDWOOD SHORES, CA--(Marketwired - Jun 23, 2014) - Oracle
(NYSE: ORCL)
Oracle today announced that it has entered into a definitive
agreement to acquire MICROS Systems, Inc. (NASDAQ: MCRS), a
provider of integrated software and hardware solutions to the
Hospitality and Retail industries, for $68.00 per share in cash.
The transaction is valued at approximately $5.3 billion, or $4.6
billion net of MICROS' 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.
"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."
"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."
"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 Executive Vice President for
Oracle Global Business Units Bob Weiler. "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
oracle.com/micros.
Supporting Resources
- About Oracle and MICROS
- General Presentation
- Customer and Partner Letter
- FAQ
About Oracle Oracle engineers hardware and software to work
together in the cloud and in your data center. For more information
about Oracle (NYSE: ORCL), visit www.oracle.com.
Trademarks Oracle is a registered trademark of Oracle
Corporation and/or its affiliates. Other names may be trademarks of
their respective owners.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about
Oracle and MICROS, including statements that involve risks and
uncertainties concerning Oracle's proposed acquisition of MICROS,
anticipated customer benefits and general business outlook. When
used in this document, the words "anticipates", "can", "will",
"look forward to", "expected" and similar expressions and any other
statements that are not historical facts are intended to identify
those assertions as forward-looking statements. Any such statement
may be influenced by a variety of factors, many of which are beyond
the control of Oracle or MICROS, that could cause actual outcomes
and results to be materially different from those projected,
described, expressed or implied in this document due to a number of
risks and uncertainties. Potential risks and uncertainties include,
among others, the possibility that the transaction will not close
or that the closing may be delayed, the anticipated synergies of
the combined companies may not be achieved after closing, the
combined operations may not be successfully integrated in a timely
manner, if at all, general economic conditions in regions in which
either company does business, and the possibility that Oracle or
MICROS may be adversely affected by other economic, business,
and/or competitive factors. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of Oracle or MICROS.
In addition, please refer to the documents that Oracle and
MICROS, respectively, file with the U.S. Securities and Exchange
Commission (the "SEC") on Forms 10-K, 10-Q and 8-K. These filings
identify and address other important factors that could cause
Oracle's and MICROS' respective operational and other results to
differ materially from those contained in the forward-looking
statements set forth in this document. You are cautioned to not
place undue reliance on forward-looking statements, which speak
only as of the date of this document. Neither Oracle nor MICROS is
under any duty to update any of the information in this
document.
Oracle is currently reviewing the existing MICROS product
roadmap and will be providing guidance to customers in accordance
with Oracle's standard product communication policies. Any
resulting features and timing of release of such features as
determined by Oracle's review of MICROS' product roadmap are at the
sole discretion of Oracle. All product roadmap information, whether
communicated by MICROS or by Oracle, does not represent a
commitment to deliver any material, code, or functionality, and
should not be relied upon in making purchasing decision. It is
intended for information purposes only, and may not be incorporated
into any contract.
Additional Information about the Acquisition and Where to Find
It
In connection with the proposed acquisition, Oracle will
commence a tender offer for the outstanding shares of MICROS. The
tender offer has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of MICROS, 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 is commenced, Oracle and
its acquisition subsidiary will file tender offer materials on
Schedule TO, and MICROS will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
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. Holders of shares of MICROS are
urged to read these documents when they become available because
they will contain important information that holders of MICROS
securities should consider before making any decision regarding
tendering their securities. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of MICROS at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC's web site at
www.sec.gov.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Oracle and MICROS file
annual, quarterly and special reports and other information with
the SEC. You may read and copy any reports or other information
filed by Oracle or MICROS at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. Oracle's and MICROS' filings with the SEC are also available
to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.
Contact Info Deborah Hellinger Oracle Corporate Communications
+1.212. 508.7935 Email Contact Ken Bond Oracle Investor Relations
+1.650.607.0349 Email Contact
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