Why the Latest Move in the Oracle-NetSuite Merger Could Spark Concern
The database giant announced the $109-per-share cash bid in June, with expectations it would close this year. But early last month, institutional investor T. Rowe Price said it would vote against the acquisition, which it claims undervalues NetSuite. Oracle subsequently extended the offer until October 6—and it has now done so again.
Per the Oracle (ORCL) statement released on Friday morning:
This will be the final extension that Oracle is obligated to make under the merger agreement. In the event that a majority of NetSuite’s unaffiliated shareholders do not tender sufficient shares to reach the minimum tender condition, Oracle will respect the will of NetSuite’s unaffiliated shareholders and terminate its proposed acquisition.
T. Rowe Price thought NetSuite should solicit other bids, probably because Oracle chairman Larry Ellison owns a big chunk of NetSuite shares personally. (As of April he owned 39.7% of the business software company’s outstanding shares.) Ellison’s ownership stake has always been a sticky-wicket because NetSuite competes with Oracle in some accounts, leading some complain of conflicts of interest. Ellison’s shares were held in a “non-voting trust” to alleviate such concerns.
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NetSuite (N), based in San Mateo, Calif. makes financial accounting and inventory tracking software delivered online. By adding NetSuite (N) to its portfolio, Oracle can beef up its presence in so-called cloud software sold to medium-sized companies. NetSuite, like Oracle rival Salesforce (CRM), was a pioneer in delivering software over the Internet in what is called the Software-as-a-Service model.
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NetSuite’s chief executive Zach Nelson and chief technologist Evan Goldberg are former Oracle execs and close lieutenants to Ellison.