If Oracle’s unsolicited offer for 12-year-old BEA goes through—in a letter to Oracle on October 12, BEA said it thinks the price of $17 a share is too low—it would represent the third such billion-dollar deal in as many years, in what is beginning to look like a near-annual installment plan in Oracle CEO Larry Ellison’s aim to gobble up large enterprise software applications specialists. In 2004, he bought PeopleSoft for $10.3 billion; in late 2005, he bought Siebel Systems for $5.6 billion. Between 2005 and 2006, Oracle, based in Redwood Shores, California, bought smaller applications shops, such as Innobase and Sleepycat. Earlier this month, it bought Logical Apps. News reports indicate that Oracle has made 35 acquisitions since 2005.
The roll-up is part of Ellison’s attempt to shore up the applications division within Oracle, long viewed as under-prioritized and inferior to Oracle’s flagship database division, and as a strategic effort to better compete against its chief rival in the space, Germany’s SAP. BEA specializes in middleware—server software that manages business software applications.
While most observers focus on the impact the deal might have on the industry, Ellison’s latest move might actually be less strategic in nature and more finance-driven, according to one former Oracle executive.
“It’s a very simplistic, numbers-driven approach,” said M.R. Rangaswami, who now invests in the software industry as managing director of Sand Hill Group. Rangaswami is also the host of Software 2007, one of the industry’s largest annual conferences.
“Larry has said publicly that his stated goal is to grow Oracle’s [earnings per share] by 20 percent a year for the next 10 [years],” Rangaswami said. “That means he has to make one substantial asset allocation each year. First it was PeopleSoft, then it was Siebel.” This year, he said, the strategy equates to Ellison going after BEA.
While Oracle has made overtures for BEA in the past, and has repeatedly been rebuffed, this latest effort is viewed as opportunistic, because it comes on the heels of BEA investor Carl Icahn’s suggestion less than a month ago that BEA put itself up for sale.
Other companies are expected to get involved now. Chief among them is Hewlett-Packard, which has been acquisitive itself under CEO Mark Hurd.
In July, HP demonstrated its own interest in the applications space, and its willingness to pay up to play in it, with its $1.6 billion purchase of Opsware, a 40 percent premium over Opsware’s share price at the time.
But one company that won’t get involved is SAP, which said it won’t enter a bidding war with Oracle for BEA Systems and instead will focus on making “complementary” acquisitions.
SAP won’t make a counteroffer because of the overlap BEA would create in enterprise service-oriented architecture, spokesman Frank Hartmann told Bloomberg.
SAP agreed earlier this month to buy Business Objects for $6.8 billion. SAP CEO Henning Kagermann said the purchase, the largest in the company’s 35-year history, didn’t signal a change in strategy away from SAP’s focus on so-called “organic growth.”
Given BEA’s initial rejection of the Oracle offer, and Icahn’s reputation for stirring the pot, “it’s a pretty flammable situation right now,” Rangaswami concluded.
“I wouldn’t be surprised if Icahn came out and said he thought BEA was worth as much as $20 per share,” he said. “Oracle has left some room there.”
Filed by Carleen Hawn of Financial Week, a sister publication of Workforce Management. To comment, e-mail firstname.lastname@example.org.