Enterprise software firm BEA Systems Inc. said Monday it will sit down with shareholder Carl Icahn to share confidential business information that will help explain why it rejected a $6.7 billion offer from Oracle Corp.
San Jose-based BEA last month rejected Oracle's $17 per share offer, saying that any price under $21 per share, or $8.2 billion, undervalued the company. Oracle responded that the price was "impossibly high" and let its offer expire.
Icahn, owner of 13% of BEA shares, called on BEA to auction itself off and allow shareholders to vote on the highest bid. He also threatened to sue BEA and launch a proxy battle for control of the board if current directors prevented shareholders from deciding the company's fate. The investor even said he'd accept Redwood Shores, Calif.-based Oracle's $17 per share bid if a better offer did not appear.
BEA chairman and CEO Alfred Chuang in a statement Monday said the company is pleased to have a chance to make its case for rejecting Oracle to Icahn, saying the investor had signed a non-disclosure agreement allowing the company to share confidential information with him.
"We are confident this information will enable him to appreciate that the $17 per share bid from Oracle significantly undervalues BEA in a sale. All shareholders' interests are aligned in this regard," Chuang said. "Our goal has always been to maximize shareholder value, and we continue to explore ways to further this fundamental goal, including the possible sale of the company."
For its part, Oracle has been vague about its future intentions. In a statement the company said it could bid again for BEA at some point, but offered no guarantees.
"The BEA shareholders should not assume that Oracle will renew its $17 per share offer in the future," said the statement. "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."
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