Oracle 2008 Annual Report Download - page 96

Table of Contents
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2009
adoption of Statement 157 and related FASB Staff Positions in fiscal 2010 will have a material affect on our
consolidated financial statements.
2. ACQUISITIONS
Proposed Acquisition of Sun Microsystems, Inc. and Others
On April 19, 2009, we entered into an Agreement and Plan of Merger (Merger Agreement) with Sun
Microsystems, Inc. (Sun), a provider of enterprise computing systems, software and services. Pursuant to the
Merger Agreement, our wholly owned subsidiary will merge with and into Sun and Sun will become a wholly
owned subsidiary of Oracle. Upon the consummation of the merger, each share of Sun common stock will be
converted into the right to receive $9.50 in cash. In addition, options to acquire Sun common stock, Sun
restricted stock unit awards and other equity-based awards denominated in shares of Sun common stock
outstanding immediately prior to the consummation of the merger will generally be converted into options,
restricted stock unit awards or other equity-based awards, as the case may be, denominated in shares of
Oracle common stock based on formulas contained in the Merger Agreement. The estimated total purchase
price of Sun is approximately $7.4 billion.
The Merger Agreement contains certain termination rights for both Sun and Oracle and further provides that,
upon termination of the Merger Agreement under certain circumstances, Sun may be obligated to pay Oracle
a termination fee of $260 million.
This transaction is subject to Sun stockholder approval, regulatory clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, the applicable merger control laws of the European Commission and
other jurisdictions, and other customary closing conditions.
In the fourth quarter of fiscal 2009, we agreed to acquire certain other companies for amounts that are not
material to our business. We expect these transactions to close in the first quarter of fiscal 2010.
Fiscal 2009 Acquisitions
During fiscal 2009, we acquired several companies and purchased certain technology and development assets
primarily to expand our product offerings. These acquisitions were not individually significant. We have
included the financial results of these companies in our fiscal 2009 consolidated results from their respective
acquisition dates. In the aggregate, the total purchase price for these acquisitions was approximately
$1.2 billion, which consisted of $1.2 billion in cash, $1 million for the fair value of stock awards assumed and
$13 million for transaction costs. In allocating the total purchase price for these acquisitions based on
estimated fair values, we preliminarily recorded $712 million of goodwill, $587 million of identifiable
intangible assets, $100 million of net tangible liabilities (resulting primarily from deferred tax and
restructuring liabilities assumed as a part of these transactions) and $10 million of in-process research and
development. The preliminary allocations of the various purchase prices were based upon preliminary
valuations and our estimates and assumptions are subject to change. The primary areas of the purchase price
allocations that were not yet finalized relate to certain restructuring liabilities, intangible assets, legal matters,
income and non-income based taxes and residual goodwill.
Fiscal 2008 Acquisitions
BEA Systems, Inc.
We acquired BEA Systems, Inc. on April 29, 2008 by means of a merger of one of our wholly-owned
subsidiaries with and into BEA such that BEA became a wholly-owned subsidiary of Oracle. We acquired
BEA to, among other things, expand our offering of middleware products. We have included the financial
results of BEA in our consolidated financial results effective April 29, 2008.
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Source: ORACLE CORP, 10-K, June 29, 2009 Powered by Morningstar® Document Research℠