Oracle bid for BEA expires as expected

BEA Systems made good Sunday on its promise to let a 5 p.m. Pacific Time deadline expire on Oracle's $17-per-share offer to buy the company.

The enterprise software maker's board of directors had already said publicly that Oracle's bid, which amounts to $6.7 billion, was too low. BEA instead named a price of $21 per share, which works out to roughly $8.3 billion.

Oracle issued a brief statement Sunday that was terse in tone, but nonetheless did not rule out a future bid: "The BEA shareholders should not assume that Oracle will renew its $17 per share offer in the future. Over time many things can change: BEA's business might materially weaken, the stock market can fall further from its recent record highs, or Oracle may have committed its capital elsewhere."

A BEA spokesman could not immediately be reached for comment.

Oracle has coveted BEA's customer base and share of the middleware market, but company officials called BEA's demand "impossibly high."

While Oracle's next move remains to be seen, other companies may look to acquire BEA.

Burc Oral, president of the New England BEA User Group, brought up some oft-mentioned names -- HP, SAP -- but said perhaps an unlikely suitor will emerge for the firm. "I have always thought that stackwise, HP is a good candidate. I was also thinking about a sleeping giant, like Computer Associates. They have no overlap."

Of course, there is still the possibility that Oracle will end up buying BEA after all, and perhaps soon.

BEA's largest shareholder, billionaire Carl Icahn, has demanded the board allow shareholders to consider Oracle's bid.

Icahn, who holds more than 58 million shares of BEA stock, said in a statement that he has filed suit in Delaware to force an annual shareholder meeting "before any scorched earth transactions (such as stock issuances, asset sales, acquisitions or similar occurrences) take place at BEA, other than transactions that are approved by shareholders."

The investor also accused BEA's board of intending "to find ways to derail a sale" and maintain control of the company.

Icahn said BEA can avoid litigation if it conducts an auction sale, allowing shareholders to consider offers from the highest bidder.

An Oracle purchase would prompt an uncertain future for BEA customers, according to Oral.

"I think the support and maintenance will be honored for at least three years [if Oracle buys BEA]," he said. "The issue is, what is the product development that is going to happen?"

Change wouldn't occur immediately under Oracle, but would subsequently do so in dramatic fashion, he predicted. "For a year, BEA is going to sail as it is. Then there is going to be a major consolidation in the product space."

Prakash Malani, a BEA user from the Los Angeles, California area, said sale talks come at a time when BEA's fortunes are middling.

"I believe they have excellent products that compete very well in the market place. However, their products are being commoditized, innovation is slowing down, and their big bet on SOA [service-oriented architecture] has yet to be paid off," Malani wrote in an e-mail message. "They have missed [the] mark on some technologies like RIA (Rich Internet Application) and their top talent is being poached by companies like Google."