From its inception to the present, Oracle has focused on innovation and results, and how they can benefit companies like yours. Oracle customers use Oracle technology, applications, and services to build information systems that help them retain the value of existing investments, stay competitive in the current economic climate, cut costs and improve security, make compliance easier, and manage complex upgrades with fewer risks.

Oracle's more than 320,000 customers from every industry in more than 145 countries are able to work with a single vendor for implementation and support, leverage Oracle's complete stack of complete, open, and integrated products that work with each other and with existing products, and realize low TCO and high ROI.


Oracle Buys Sun


Redwood Shores, CA - April 20, 2009
Oracle Corporation (NASDAQ: ORCL) and Sun Microsystems (NASDAQ: JAVA) announced today they have entered into a definitive agreement under which Oracle will acquire Sun common stock for $9.50 per share in cash.
The transaction is valued at approximately $7.4 billion, or $5.6 billion net of Sun’s cash and debt.

Oracle logo at the Oracle headquarters

“We expect this acquisition to be accretive to Oracle’s earnings by at least 15 cents on a non-GAAP basis in the first full year after closing. We estimate that the acquired business will contribute over $1.5 billion to Oracle’s non-GAAP operating profit in the first year, increasing to over $2 billion in the second year. This would make the Sun acquisition more profitable in per share contribution in the first year than we had planned for the acquisitions of BEA, PeopleSoft and Siebel combined,” said Oracle President Safra Catz.

A panorama of Oracle headquarters, fronted by Ralston Avenue / Marine World Parkway.

“The acquisition of Sun transforms the IT industry, combining best-in-class enterprise software and mission-critical computing systems,” said Oracle CEO Larry Ellison.
“Oracle will be the only company that can engineer an integrated system – applications to disk – where all the pieces fit and work together so customers do not have to do it themselves. Our customers benefit as their systems integration costs go down while system performance, reliability and security go up.”

Sun Microsystems headquarters in Santa Clara, California.

There are substantial long-term strategic customer advantages to Oracle owning two key Sun software assets: Java and Solaris.
Java is one of the computer industry’s best-known brands and most widely deployed technologies, and it is the most important software Oracle has ever acquired.
Oracle Fusion Middleware, Oracle’s fastest growing business, is built on top of Sun’s Java language and software.
Oracle can now ensure continued innovation and investment in Java technology for the benefit of customers and the Java community.

Jonathan Schwartz, CEO & President, Sun Microsystems, Inc., introduces JavaFX at the launch party in San Francisco, CA.

The Sun Solaris operating system is the leading platform for the Oracle database, Oracle’s largest business, and has been for a long time.
With the acquisition of Sun, Oracle can optimize the Oracle database for some of the unique, high-end features of Solaris.
Oracle is as committed as ever to Linux and other open platforms and will continue to support and enhance our strong industry partnerships.

Scott McNealy, Chairman, Sun Microsystems, Inc.

“Oracle and Sun have been industry pioneers and close partners for more than 20 years,” said Sun Chairman Scott McNealy.
“This combination is a natural evolution of our relationship and will be an industry-defining event.”

“This is a fantastic day for Sun’s customers, developers, partners and employees across the globe, joining forces with the global leader in enterprise software to drive innovation and value across every aspect of the technology marketplace,” said Jonathan Schwartz, Sun’s CEO, “From the Java platform touching nearly every business system on earth, powering billions of consumers on mobile handsets and consumer electronics, to the convergence of storage, networking and computing driven by the Solaris operating system and Sun’s SPARC and x64 systems. Together with Oracle, we’ll drive the innovation pipeline to create compelling value to our customer base and the marketplace.”

“Sun is a pioneer in enterprise computing, and this combination recognizes the innovation and customer success the company has achieved. Our largest customers have been asking us to step up to a broader role to reduce complexity, risk and cost by delivering a highly optimized stack based on standards,” said Oracle President Charles Phillips.
“This transaction will preserve and enhance investments made by our customers, while we continue to work with our partners to provide customers with choice.”

The Board of Directors of Sun Microsystems has unanimously approved the transaction. It is anticipated to close this summer, subject to Sun stockholder approval, certain regulatory approvals and customary closing conditions.

There will be a conference call today to discuss the transaction at 5:30 a.m. Pacific time. Investors can listen to the conference call by dialing (719) 234-7870, passcode 923645. A replay will be available for 24 hours after the call ends at (719) 884-8882, passcode: 923645.
A live audio webcast of the call will be made available at www.oracle.com/investor and a replay will be available for seven days after the call ends.

About Sun Microsystems

Sun Microsystems, Inc. (NASDAQ: JAVA) develops the technologies that power the global marketplace.
Guided by a singular vision -- "The Network is the Computer" -- Sun drives network participation through shared innovation, community development and open source leadership. Sun can be found in more than 100 countries and on the Web at http://www.sun.com.

About Oracle

Oracle (NASDAQ: ORCL) is the world's largest enterprise software company.
For more information about Oracle, please visit our Web site at http://www.oracle.com.

Trademarks

Oracle is a registered trademark of Oracle Corporation and/or its affiliates.
Other names may be trademarks of their respective owners.
Sun, Sun Microsystems, the Sun logo, Java, Solaris and the Network is the Computer are trademarks or registered trademarks of Sun Microsystems, Inc. or its subsidiaries in the United States and other countries

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements about Oracle and Sun, including statements that involve risks and uncertainties concerning Oracle's proposed acquisition of Sun, anticipated product information, estimates of future results of operations and general business outlook.

When used in this press release, the words "anticipates", “estimates”, "may", "can", “will”, "believes", "expects", "projects", "intends", "likely", similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements.

Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Sun, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties.

Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Sun may be adversely affected by other economic, business, and/or competitive factors.
Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Sun.

In addition, please refer to the documents that Oracle and Sun, respectively, file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K.
These filings identify and address other important factors that could cause Oracle's and Sun's respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document.
You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this report.
Neither Oracle nor Sun is under any duty to update any of the information in this release.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Sun will file a proxy statement with the SEC. Additionally, Sun and Oracle will file other relevant materials in connection with the proposed acquisition of Sun by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Soda Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Sun.

The materials to be filed by Sun with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov.

Investors and security holders of Sun are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

Oracle, Sun and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Sun stockholders in connection with the proposed merger.

Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle's executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available.

Information concerning the interests of Sun's participants in the solicitation, which may, in some cases, be different than those of Sun's stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.

Contact Info

Karen Tillman
Oracle Corporate Communications
+1.650.607.0326
karen.tillman@oracle.com

Roy Lobo
Oracle Investor Relations
+1.650.506.4073
investor_us@oracle.com


http://www.oracle.com/us/corporate/press/018363
 



Oracle Board of Directors

Larry Ellison
Chief Executive Officer and Director
Oracle Corporation
Redwood City, CA
Sector: TECHNOLOGY / Application Software

Lawrence J. Ellison

Lawrence J. Ellison, 63, has been Chief Executive Officer and a Director since he founded Oracle in June 1977.

He served as Chairman of the Board from May 1995 to January 2004 and was a member of the Executive Committee from December 1985 to July 2008, when the Committee was eliminated.

Compensation for 2008
Salary - $1,000,000.00
All other compensation - $1,447,000.00
Option awards $ - $35,176,977.00
Non-equity incentive plan compensation - $10,779,000.00
Total Compensation - $48,402,977.00


http://people.forbes.com/profile/larry-ellison/60466


Jeffrey O. Henley
Chairman
Oracle Corporation

Jeff Henley, Chairman

Jeffrey O. Henley is Chairman of Oracle Corporation. He has held this position since January 2004.
Mr. Henley was Oracle’s Chief Financial Officer and an Executive Vice President from March 1991 to July 2004, and he has been a member of Oracle’s Board of Directors since June 1995. He also serves on Oracle’s Executive Management Committee.

Prior to joining Oracle in 1991, Mr. Henley served as Executive Vice President and Chief Financial Officer at Pacific Holding Company, a privately held company with diversified interests in manufacturing and real estate, and as Executive Vice President and Chief Financial Officer at Saga Corporation, a multibillion-dollar food service company.
He also served as Director of Finance at Memorex Corporation in its large storage division, and as Controller of International Operations at Fairchild Camera and Instrument Corporation.

Mr. Henley is a member of the Board of Governors for the Boys and Girls Clubs of America and serves on both The Chancellor’s Advisory Council and the International Advisory Council of the Engineering College for the University of California at Santa Barbara.
He is also a member of the Board of Directors of CallWave, Inc., a developer of applications that make phones and computers compatible, and serves on the Advisory Board of InTouch Technologies, a provider of remote presence solutions for healthcare providers.

Mr. Henley has a BA in economics from the University of California at Santa Barbara and an MBA in finance from UCLA. In 2004, he received the UCLA Anderson School’s Outstanding Alumnus award.


Charles E. Phillips, Jr.
President
Oracle Corporation

Charles E. Phillips

Charles E. Phillips is President of Oracle Corporation and a member of the Board of Directors.
He joined Oracle in 2003. Before joining Oracle, Mr. Phillips was with Morgan Stanley, a global investment bank.
Prior to Wall Street, Mr. Phillips served as a Captain in the United States Marine Corps in the 2nd Battalion, 10th Marines.

Mr. Phillips holds a BS in Computer Science from the United States Air Force Academy, a JD from New York Law School, and an MBA from Hampton University.

Mr. Phillips is on the boards of Jazz at Lincoln Center in New York City, The American Museum of Natural History, New York Law School, Viacom Inc., and Morgan Stanley.

In February 2009, Phillips was appointed as a member to the President's Economic Recovery Advisory Board to provide President Barack Obama and his administration with advice and counsel regarding the economy.


Safra A. Catz
President
Oracle Corporation

Safra A. Catz

Safra A. Catz has been President of Oracle Corporation since January 2004 and a member of the Board of Directors since October 2001.

She served as Oracle’s Chief Financial Officer from November 2005 to September 2008, as Executive Vice President from November 1999 to January 2004, and as Senior Vice President from April 1999 to October 1999.

In May 2008, Ms. Catz was also appointed to a three-year term as member of the board of directors for HSBC Holdings plc, one of the world's largest banking and financial services organizations.


http://www.oracle.com/corporate/execs_content.html