Oracle 2015 Annual Report Download - page 107

Table of Contents
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2016
2. ACQUISITIONS
Fiscal 2017 Acquisitions
In June 2016, we acquired certain companies primarily to expand our cloud industry solutions offerings. These acquisitions were not individually significant. In the
aggregate, the estimated total preliminary purchase price was $1.3 billion. An initial allocation of the purchase price for these acquisitions will be performed in the
first quarter of fiscal 2017.
Fiscal 2016 Acquisitions
During fiscal 2016, we acquired certain companies and purchased certain technology and development assets primarily to expand our products and services
offerings. These acquisitions were not significant individually or in the aggregate.
Fiscal 2015 Acquisitions
Acquisition of MICROS Systems, Inc.
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. On July 3, 2014, pursuant to the Merger Agreement, we commenced a tender offer
to purchase all of the issued and outstanding shares of common stock of MICROS at a purchase price of $68.00 per share, net to the holder in cash, without interest
thereon, based upon the terms and subject to the conditions set forth in the Merger Agreement. Between September 3, 2014 and September 8, 2014, pursuant to the
terms of the tender offer, we accepted and paid for the substantial majority of outstanding shares of MICROS common stock. On September 8, 2014, we
effectuated the merger of MICROS with and into a wholly-owned subsidiary of Oracle pursuant to the terms of the Merger Agreement and applicable Maryland
law, and MICROS became an indirect, wholly-owned subsidiary of Oracle. Pursuant to the merger, shares of MICROS common stock that remained outstanding
and were not acquired by us were converted into, and cancelled in exchange for, the right to receive $68.00 per share in cash. The unvested equity awards to
acquire MICROS common stock that were outstanding immediately prior to the conclusion of the merger were converted into equity awards denominated in shares
of Oracle common stock based on formulas contained in the Merger Agreement. We acquired MICROS to, among other things, expand our cloud and on-premise
software, hardware and related services offerings for hotels, food and beverage industries, facilities, and retailers. We have included the financial results of
MICROS in our consolidated financial statements from the date of acquisition.
Pursuant to our business combinations accounting policy, we estimated the fair values of net tangible and intangible assets acquired, and the excess of the
consideration transferred over the aggregate of such fair values was recorded as goodwill. The following table summarizes the estimated fair values of net assets
acquired from MICROS:
(in millions)
Cash and cash equivalents $ 683
Trade receivables, net 181
Inventories 28
Goodwill 3,242
Intangible assets 2,030
Other assets 155
Accounts payable and other liabilities (359)
Deferred tax liabilities, net (536)
Deferred revenues (177)
Total $ 5,247
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