Oracle 2009 Annual Report Download - page 109

Table of Contents
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2010
Preliminary Pre-Acquisition Contingencies Assumed
We have evaluated and continue to evaluate pre-acquisition contingencies relating to Sun that existed as of the acquisition date. We have preliminarily
determined that certain of these pre-acquisition contingencies are probable in nature and estimable as of the acquisition date and, accordingly, have preliminarily
recorded our best estimates for these contingencies as a part of the preliminary purchase price allocation for Sun. We continue to gather information for and
evaluate substantially all pre-acquisition contingencies that we have assumed from Sun. If we make changes to the amounts recorded or identify additional
pre-acquisition contingencies during the remainder of the measurement period, such amounts recorded will be included in the purchase price allocation during
the measurement period and, subsequently, in our results of operations.
Other Fiscal 2010 Acquisitions and Proposed Acquisition of Phase Forward Incorporated and Others
During fiscal 2010, we acquired other companies and purchased certain technology and development assets to expand our product and services offerings. These
acquisitions were not significant individually or in the aggregate. We have included the financial results of these companies in our consolidated results from their
respective acquisition dates. The preliminary purchase price allocations for each of these acquisitions were based upon a preliminary valuation and our estimates
and assumptions for certain of these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement
periods. The primary areas of those purchase price allocations that are not yet finalized relate to identifiable intangible assets, certain legal matters, income and
non-income based taxes and residual goodwill.
Separately, in the fourth quarter of fiscal 2010, we agreed to acquire Phase Forward Incorporated, a provider of applications for life sciences companies and
healthcare providers, for $17.00 per share in cash, amounting to approximately $810 million. Our proposed acquisition of Phase Forward is subject to
stockholder and regulatory approval and other customary closing conditions. In addition, we agreed to acquire certain other companies for amounts that are not
material to our business.
Fiscal 2009 Acquisitions
During fiscal 2009, we acquired several companies and purchased certain technology and development assets to expand our product offerings. These acquisitions
were not individually significant. We have included the financial results of these companies in our 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 approximately $1.2 billion in cash, $1 million for
the fair value of stock options and restricted stock-based awards assumed and $13 million for transaction costs. In allocating the total purchase price for these
acquisitions based on estimated fair values, we recorded $708 million of goodwill, $587 million of identifiable intangible assets, $96 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.
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.
The total purchase price for BEA was $8.6 billion which consisted of $8.3 billion in cash paid to acquire the outstanding common stock of BEA, $225 million for
the fair value of BEA stock options and restricted stock-based awards assumed and $10 million for acquisition related transaction costs. In allocating the
purchase price based on estimated fair values, we recorded approximately $4.5 billion of goodwill, $3.3 billion of identifiable intangible assets, $733 million of
net tangible assets and $17 million of in-process research and development.
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Source: ORACLE CORP, 10-K, July 01, 2010 Powered by Morningstar® Document Research℠