Oracle Buys Phase Forward
April 16 2010 - 7:35AM
Marketwired
Oracle (NASDAQ: ORCL) announced today that it has agreed to acquire
Phase Forward (NASDAQ: PFWD), a leading provider of applications
for life sciences companies and healthcare providers, through a
cash merger for $17.00 per share, or approximately $685 million.
Phase Forward's SaaS-based Integrated Clinical Research Suite
manages clinical development and safety processes from Phase 1
clinical trials through regulatory submission and post-approval
monitoring. Adding complementary assets to Oracle Health Sciences,
the combination is expected to enable researchers, clinical
development professionals, physicians, regulators and patients to
more effectively and securely capture, contribute, access and share
data. The acquisition of Phase Forward is consistent with Oracle's
strategy to provide mission-critical applications for key
industries.
Phase Forward management and employees are expected to join
Oracle as part of the Oracle Health Sciences Global Business Unit.
The transaction is subject to stockholder and regulatory approval
and other customary closing conditions and is expected to close in
mid 2010.
"The life sciences and healthcare industries are converging as
they seek to control costs while accelerating patient-centered
innovation," said Neil de Crescenzo, Senior Vice President and
General Manager, Oracle Health Sciences. "Phase Forward brings
outstanding products and employees with significant expertise to
Oracle that will help enable the delivery of personalized medicine
and value-based healthcare."
"Deployed in over 10,000 clinical trials, Phase Forward's
software has been used successfully by hundreds of customers to
accelerate innovation in drug development and patient care
delivery," said Bob Weiler, Chairman, President and CEO, Phase
Forward. "We look forward to combining our complementary wealth of
experience with Oracle Health Sciences."
For more information, please visit
http://www.oracle.com/phaseforward/index.html.
About Oracle Oracle (NASDAQ: ORCL) is the
world's most complete, open, and integrated business software and
hardware systems company. For more information about Oracle, visit
oracle.com.
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Cautionary Statement Regarding Forward-Looking
Statements This press release contains certain forward-looking
statements about Oracle and Phase Forward, including statements
that involve risks and uncertainties concerning Oracle's proposed
acquisition of Phase Forward, anticipated product information,
estimates of future results of operations and general business
outlook. When used in this press release, the words "anticipates,"
"estimates," "may," "can," "will," "believes," "expects,"
"projects," "intends," "likely," 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 Phase Forward, that could cause actual
outcomes and results to be materially different from those
projected, described, expressed or implied in this press release
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 Phase Forward 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 Phase
Forward.
In addition, please refer to the documents that Oracle and Phase
Forward, respectively, filed with the 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 Phase Forward's respective financial and operational
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 report. Neither
Oracle nor Phase Forward is under any duty to update any of the
information in this release.
Additional Information about the Merger and
Where to Find It In connection with the proposed merger, Phase
Forward will file a proxy statement with the SEC. Additionally,
Phase Forward and Oracle will file other relevant materials in
connection with the proposed acquisition of Phase Forward by Oracle
pursuant to the terms of an Agreement and Plan of Merger by and
among Oracle, Pine Acquisition Corporation, a wholly-owned
subsidiary of Oracle, and Phase Forward. The materials to be filed
by Phase Forward with the SEC may be obtained free of charge at the
SEC's web site at www.sec.gov. Investors and security holders of
Phase Forward are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger.
Oracle, Phase Forward and their respective directors, executive
officers and other members of its management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of Phase Forward stockholders in connection with the
proposed merger. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Oracle's executive officers and directors
in the solicitation by reading the proxy statement and other
relevant materials filed with the SEC when they become available.
Information concerning the interests of Phase Forward 's
participants in the solicitation, which may, in some cases, be
different than those of Phase Forward 's stockholders generally, is
set forth in the materials filed with the SEC on Form 10-K and will
be set forth in the proxy statement relating to the merger when it
becomes available.
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