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Table of Contents
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2014
certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09
recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-
09. We are currently evaluating
the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.
Reporting Discontinued Operations:
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Reporting Discontinued
Operations and Disclosures of Disposals of Components of an Entity (ASU 2014-08), to change the criteria for determining which disposals can
be presented as discontinued operations and enhanced the related disclosure requirements. ASU 2014-
08 is effective for us on a prospective basis
in our first quarter of fiscal 2016 with early adoption permitted for disposals (or classifications as held for sale) that have not been reported in
financial statements previously issued. We are currently evaluating the impact of our pending adoption of ASU 2014-08 on our consolidated
financial statements.
Proposed Acquisitions of MICROS Systems, Inc. and Others
On June 22, 2014, we entered into an Agreement and Plan of Merger (Merger Agreement) with MICROS Systems, Inc. (MICROS), a provider
of integrated software, hardware and services solutions to the hospitality and retail industries. Pursuant to the Merger Agreement, we will
commence a tender offer for the outstanding shares and shares generally representing vested equity incentive awards of MICROS (collectively,
MICROS Shares). MICROS shareholders will have the right to tender their MICROS Shares to Oracle in exchange for $68.00 per share in cash
upon consummation of the tender offer. The tender offer will commence no later than ten (10) business days from June 22, 2014. After
completion of the tender offer and subject to certain limited conditions, MICROS will merge with and into a wholly-
owned subsidiary of Oracle.
In addition, unvested equity awards to acquire MICROS common stock that are outstanding immediately prior to the conclusion of the merger
will generally be converted into equity awards denominated in shares of our common stock based on formulas contained in the Merger
Agreement. The estimated total purchase price for MICROS is approximately $5.3 billion. This transaction is conditioned upon (i) at least a
majority of the MICROS Shares being validly tendered to Oracle, (ii) regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, (iii) the applicable merger control laws of the European Commission and other jurisdictions, and (iv) certain other customary
closing conditions.
We also have entered into certain other agreements to acquire other companies and expect these proposed acquisitions to close during the first
quarter of fiscal 2015.
Fiscal 2014 Acquisitions
Acquisition of Responsys, Inc.
On February 6, 2014, we completed our acquisition of Responsys, Inc. (Responsys), a provider of enterprise-scale cloud-based business-to-
consumer marketing software. We have included the financial results of Responsys in our consolidated financial statements from the date of
acquisition. The total preliminary purchase price for Responsys was approximately $1.6 billion, which consisted of approximately $1.4 billion in
cash and $147 million for the fair value of stock options and restricted stock-
based awards assumed. We have preliminarily recorded $35 million
of net tangible liabilities, related primarily to deferred tax liabilities, $580 million of identifiable intangible assets, and $14 million of in-process
research and development, based on their estimated fair values, and $1.0 billion of residual goodwill.
Other Fiscal 2014 Acquisitions
During fiscal 2014, we acquired certain other companies and purchased certain technology and development assets primarily to expand our
products and services offerings. These acquisitions were not individually
102
2. ACQUISITIONS