SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HYPERION SOLUTIONS CORPORATION
(Name of subject company (Issuer))
ORACLE CORPORATION
HOTROD ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
| Common Stock, $0.001 par value per share | 44914M104 |
| (Title of classes of securities) | (CUSIP number of common stock) |
Daniel Cooperman, Esq.
Senior Vice President, General Counsel & Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Telephone: (650) 506-7000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)
| Copies to: |
| William M. Kelly, Esq. |
| Davis Polk & Wardwell |
| 1600 El Camino Real |
| Menlo Park, California 94025 |
| Telephone: (650) 752-2000 |
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* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
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| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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| Check the appropriate boxes below to designate any transactions to which the statement relates: | |||||||
| x | third party tender offer subject to Rule 14d-1 | ||||||
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| o | going private transaction subject to Rule 13e-3 | ||||||
| o | amendment to Schedule 13D under Rule 13d-2 | ||||||
| Check the following box if the filing is a final amendment reporting the results of the tender offer: o | |||||||
| For Immediate Release | ||
| Contacts: | ||
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| 650.506.8071 | 650.506.0456 | |
| letty.ledbetter@oracle.com | investor_us@oracle.com |
Oracle Buys Enterprise Performance Management Leader Hyperion
12,000 companies use Hyperion software including 91 of the Fortune 100
REDWOOD SHORES, Calif., March 1, 2007 – Oracle today announced that it has agreed to buy Hyperion Solutions Corporation (Nasdaq: HYSL), a leading global provider of performance management software solutions, through a cash tender offer for $52.00 per share, or approximately $3.3 billion.
“The acquisition of Hyperion makes Oracle the category leader in the high growth enterprise performance management market,” said Oracle CEO Larry Ellison. “Hyperion’s EPM software coupled with Oracle’s Business Intelligence (BI) tools and analytic applications form an end-to-end performance management system that includes planning, budgeting, consolidation, operational analytics and compliance reporting. ”
“Requirements for Performance Management and Business Intelligence solutions are increasingly converging,” said Hyperion Chief Executive Officer Godfrey Sullivan. “Given the critical need for managers across the enterprise to align operational decisions with strategy, now is the right time for Hyperion to combine with a strategic partner like Oracle to deliver the first, integrated end-to-end Enterprise Performance Management System.”
“Hyperion is the latest move in our strategy to expand Oracle's offerings to SAP customers,” said Oracle President Charles Phillips. “Thousands of SAP customers rely on Hyperion as their financial consolidation, analysis and reporting system of record. Oracle already has PeopleSoft HR, Siebel CRM, G-Log, Demantra, i-flex, Oracle Retail, and Oracle Fusion Middleware installed at SAP’s largest ERP customers. Now Oracle’s Hyperion software will be
the lens through which SAP’s most important customers view and analyze their underlying SAP ERP data.”
“We expect this transaction to be accretive to Oracle’s earnings on a non-GAAP basis by at least one cent per share in fiscal year 2008 and by at least four cents per share in fiscal 2009,” said Oracle President and CFO, Safra Catz. “Given the size of our global organization and the complementary nature of our businesses, we should recognize substantial revenue synergies and significant economies of scale.”
The transaction is subject to customary conditions and is expected to close in April 2007. More information is available at http://www.oracle.com/hyperion.
Oracle will host a conference call today, Thursday, March 1, at 5:30 a.m. (PST) / 8:30 a.m. (EST) to discuss the acquisition. A live audio webcast of the call will be made available on the Oracle Investor Relations website at www.oracle.com/investor. Interested parties may participate live via telephone by calling +1.913.312.1303 (no passcode needed). The webcast will be available for replay for seven days following the conference call. The replay number is (719) 457-0820, passcode 1946731.
Q3 Earnings Announcement
Oracle will release its fiscal third quarter results on Tuesday, March 20, and will hold a conference call and web broadcast to discuss the results at 2:00pm (PDT) / 5:00pm (EDT). To access the live web broadcast of this event, please visit the Oracle Investor Relations website at http://www.oracle.com/investor.
About Oracle
Oracle (Nasdaq: ORCL) is the world’s largest enterprise software company. For more information about Oracle, visit our Web site at http://www.oracle.com.
# # #
Trademarks
Oracle, JD Edwards, PeopleSoft, and Siebel are registered trademarks of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners.
Important Information
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF HYPERION’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. ONCE FILED, HYPERION STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, HYPERION STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Hyperion. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts, in each case as they relate to Oracle and Hyperion, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of Oracle and Hyperion, including: the impact of general economic conditions in regions in which either such company currently does business, industry conditions, including competition, fluctuations in exchange rates and currency values, capital expenditure requirements, legislative or regulatory requirements, changes in the tax laws, interest rates and access to capital markets. The actual results or performance by Oracle or Hyperion could differ materially from those expressed in, or implied by, these forward-looking statements. 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 Hyperion.
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Overview and Frequently Asked Questions
Oracle Buys Hyperion: Combination Creates
Industry’s First Integrated,
End-to-End Enterprise Performance
Management System
Overview On March 1, Oracle announced our plan to buy Hyperion, a leading provider of performance management software. The transaction extends Oracle’s business intelligence capabilities to offer the most comprehensive system for enterprise performance management. We expect the transaction to close in April 2007, subject to regulatory and other approvals. Until the deal closes, each company will continue to operate independently, and it is business as usual. A year ago, Oracle significantly reoriented our business intelligence product suite, shifting our focus from offering a solution that works for Oracle-only environments towards offering a best-of-breed business intelligence product family that will work with heterogeneous information sources in an enterprise, both Oracle and non-Oracle. We introduced a new product family called Oracle Business Intelligence Enterprise Edition. This integrated suite includes Business Intelligence Tools; Oracle Business Intelligence Applications, pre-packaged analytic applications that provide interactive dashboards, guided analytics, a pre-packaged data warehouse, and integration with source data in Oracle, Siebel, PeopleSoft, and SAP applications; and Oracle Data Integrator, a state-of-the-art data integration and ETL technology that works with heterogeneous data sources and targets. We have seen rapid growth and strong customer adoption of these new products. Recently, Gartner Group validated our new products by rating us a Leader in its Business Intelligence Magic Quadrant. The acquisition of Hyperion extends our business intelligence product strategy. Customers are increasingly using performance management and business intelligence together. Hyperion provides best-in-class performance management software to over 12,000 customers worldwide, including 91 of the Fortune 100. Hyperion will add complementary products to Oracle’s business intelligence offerings including a leading open enterprise planning system, |
financial consolidation products, and a powerful multi-source OLAP server. Coupled with Oracle’s BI tools and pre-packaged analytic applications, the combination redefines business intelligence and performance management by providing the first integrated, end-to-end Enterprise Performance Management System that spans planning, consolidation, operational analytic applications, BI tools, reporting, and data integration, all on a unified BI platform. The system will help you define corporate strategy and objectives, drive corporate planning against these objectives, consolidate system-wide information, and monitor business performance against your plans. It will offer you better insight, enable you to make better decisions, and achieve better results. The transaction yields immediate benefit to both Hyperion and Oracle customers as the companies’ products are already integrated, with thousands of successful joint deployments. The proposed combination extends Hyperion’s capabilities beyond the finance department with analytic applications and complementary BI tools from Oracle. Oracle customers will gain access to Hyperion’s best-of-breed performance management solutions and to their domain expertise in financial management. Oracle also plans to continue delivering on our plans for “Hot-Pluggable” business intelligence, enabling our customers to continue to leverage existing investments in Oracle and non-Oracle data sources and enterprise applications. The foundation and premise of the Hyperion consolidation system is to help customers with heterogeneous financial systems. We plan to aggressively support SAP as a source system and expand analytics for mySAP. |
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Frequently Asked Questions Product Overview and Strategy What is performance management software, and how does it relate to business intelligence solutions? Performance management software is a rapidly growing category of enterprise software that is increasingly used with business intelligence software and enables management and knowledge workers at all levels of business to link strategies to plans, continuously monitor execution against goals, and drive enterprise-wide performance improvement. Performance management applications integrate with a business intelligence foundation, which can consist of an operational data warehouse or data mart, an analytics engine, business intelligence tools, and analytic applications that provide organizations with timely, proactive, actionable insight that is derived from heterogeneous historical and real-time data sources. What products does Hyperion currently develop and support? Hyperion develops and supports Hyperion System 9, an integrated, performance management solution that integrates financial management applications with a business intelligence platform. Hyperion System 9 includes: Hyperion System 9 Applications enable financial professionals to formulate strategies, model scenarios and assumptions, develop operational and strategic plans, monitor performance against plans, and consolidate financial information for management and statutory reporting. Hyperion System 9 BI provides a set of management reporting and analysis capabilities, including dashboards, analytics, and reporting. Hyperion System 9 Foundation Services is a solution that synchronizes master data across all enterprise systems, ensures integrity and quality of financial information, and provides data integration capabilities. How does Hyperion fit into Oracle’s overall business intelligence software strategy? Business intelligence is a strategic focus for Oracle. The proposed combination extends Oracle’s leadership position in business intelligence to include performance management solutions. Specifically, Hyperion brings complementary products including a |
leading open enterprise planning system, leading financial consolidation products, and a powerful, leading multi-source OLAP server. Oracle Business Intelligence has leading BI tools, BI foundation, and pre-packaged analytic applications that will help extend Hyperion’s strength in financial planning to full enterprise business planning covering sales, marketing, services, supply chain, order management, human resources, etc. In addition, the system is hot-pluggable—able to work with any information technology environment whether Oracle, non-Oracle, or mixed. With the proposed combination, Oracle redefines business intelligence and performance management by providing the first integrated, end-to-end Enterprise Performance Management System that spans planning, consolidation, operational analytic applications, BI tools, reporting, and data integration, all on a unified BI platform. Who are the target customer buyers for Hyperion and Oracle BI solutions? Both Hyperion and Oracle sell BI solutions to the large enterprises, government organizations, and small-to-medium sized businesses. However, Hyperion largely sells financial planning, management and BI solutions to the CFO office. Oracle, on the other hand, sells operational BI analytics to line of business managers for sales, marketing, services supply chain, and HR in addition to BI tools to the CIO and IT department. Together, Hyperion and Oracle will sell a complete performance management and BI solution to all lines of business for a customer organization. How will this acquisition impact on-going development of Hyperion solutions? Until the closing of the acquisition, Hyperion and Oracle remain separate companies. Hyperion intends to continue to deliver enhancements and improvements to its products as currently contemplated. After the closing, Hyperion and Oracle plan to provide continuity in roadmap and direction. Oracle plans to support and protect customers’ investments in Hyperion applications. Research and development investments in Hyperion solutions are expected to increase after the closing as it will then have the backing of Oracle’s $1.9B R&D budget. |
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Will Oracle continue to support customers running Hyperion solutions on non-Oracle databases? Oracle plans to continue to support Hyperion’s products on alternative databases to serve customer needs. Will Oracle continue to support customers running Hyperion solutions with non-Oracle ERP and CRM applications? Oracle plans to continue to support Hyperion’s solutions with alternative ERP and CRM applications to serve customer needs. How compatible are Hyperion’s products with Oracle’s products? Hyperion and Oracle solutions are very compatible. Hyperion brings to Oracle a complementary set of solutions, built using industry standards that are already integrated with Oracle Database and Oracle Fusion Middleware solutions. Thousands of customers use both Hyperion and Oracle. In addition, Hyperion is an Oracle partner and an Oracle customer. Hyperion runs its business using Oracle E-Business Suite and Siebel CRM. How does Oracle plan to maintain Hyperion’s industry and domain expertise after the closing? The goal of the combination is to complement the offerings of Oracle. Hyperion has 25 years of experience and one of the world’s largest performance management teams, with strong domain expertise in financial and performance management. Hyperion employees will be an integral part of the business intelligence business within Oracle for the combined companies. Customers and Partners How is the proposed transaction between Oracle and Hyperion expected to benefit Hyperion customers? Hyperion and Oracle have complementary products and a shared focus on providing the first end-to-end Enterprise Performance Management System. Hyperion customers will benefit in a number of ways:
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How will customers’ investments in Hyperion solutions be protected by Oracle? Customer investments in Hyperion solutions will be supported and protected. Hyperion’s current product plans and support plans continue as currently contemplated. In addition, Oracle plans to fully support and continue development of Hyperion’s solutions on an ongoing basis. Oracle plans to:
As an Oracle customer, how can I benefit from Hyperion’s products and services capabilities? Oracle customers will have access to Hyperion’s performance management solutions that enable an organization to define its business strategy; to model different scenarios; to define enterprise plans aligned with its strategy; to consolidate financial results from enterprise resource planning systems to measure financial performance; and to compare financial performance against key performance indicators to measure business performance. These performance management capabilities complement Oracle Business Intelligence Suite and provide a closed loop ability to better manage the business. Additionally, Oracle customers will be able to use the multi-source Hyperion Essbase OLAP server for scalable, high performance hybrid analytic processing. How is the proposed transaction expected to benefit partners? After the transaction is complete, Oracle and Hyperion partners will benefit by working with a single vendor to address customer needs for business performance management and BI. Oracle partners are expected to benefit from Hyperion’s best-in-class solutions for performance management. Hyperion partners are expected to benefit from Oracle’s increased support of Hyperion partners and increased investment in Hyperion and Oracle BI products. Both companies’ partners are expected to benefit from the complementary solutions that provide an opportunity to increase business value and drive down cost of ownership throughout an integrated, standards-based enterprise software stack. |
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How will Oracle continue to support and broaden relationships with Hyperion partners? Oracle plans to continue to:
How is this acquisition expected to impact any existing project, deployment, or services engagements? Hyperion and Oracle remain separate companies until the closing of the acquisition. It is not expected that this transaction will impact any existing project, deployment or services engagement. How will Oracle provide for a smooth integration of the two companies after the closing? Oracle is very focused on customer satisfaction and plans to provide for a smooth transition without customer disruption. Oracle is experienced with integrating companies quickly and efficiently. Oracle will provide dedicated personnel from key functional areas for integration and utilize proven templates and processes for repeatable success in integration. We will communicate regularly throughout this process to keep our customers and employees well informed. Business Continuity Can I still purchase Hyperion products? Yes, Hyperion and Oracle remain separate companies until the closing of the acquisition. Please contact your Hyperion sales representative to assist you, or visit “http://www.hyperion.com” for contact information. |
Should Hyperion customers continue to call the Hyperion Global Support Services? Yes. Until the closing of the transaction, Hyperion continues to operate as a separate business. Hyperion customers will continue to receive support and services from Hyperion, and should continue to use existing Hyperion contacts for support, professional services, and sales to address immediate and ongoing needs. We will communicate all changes and transitions occurring after the close of the transaction well in advance through these familiar channels. Should Hyperion customers continue to contact their Hyperion sales representative? Yes. Until the closing of the transaction, Hyperion continues to operate as a separate business and, until further advised, customers should continue to rely on existing relationships. Will training on Hyperion products continue? Yes. Until the closing of the transaction, Hyperion continues to operate as a separate business. After the transaction closes, we currently plan to combine the Hyperion education program with Oracle University. We want to ensure that our customers’ software provides the best possible service for their organizations, and we know excellent training is critical to reach that goal. Will existing Hyperion customer contracts be honored after the closing of the transaction? Yes. Oracle intends to honor the terms and conditions of existing Hyperion contracts for all existing license and service projects after the closing. Technical support will continue to be governed by the terms of the Hyperion maintenance agreement until the current support term expires. At the first renewal with Oracle, customers’ support services (and not licenses) will be migrated to an Oracle License and Services Agreement (OLSA), which will govern the next support term. The OLSA will not govern customers’ Hyperion license(s). New orders under existing Hyperion contracts may include order specific modifications to meet the requirements of Oracle’s order taking policies What will happen to the Hyperion user conference? Existing and future Hyperion customer relationships will continue to be a priority. Hyperion’s Solutions 2007 user group conferences scheduled for April 22-25 in Orlando Florida and Lyon, France from May 20-22, 2007 will continue as planned. |
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Will the Hyperion leadership and employees be retained? The goal of this combination is to complement the offerings of Oracle. The acquisition of Hyperion significantly increases Oracle’s commitment to Business Performance Management. Hyperion’s employees, who have significant domain expertise in financial management, will be an integral part of the Business Performance Management and Business intelligence business within Oracle for the combined companies. What is the acquisition integration timeline? Until the transaction officially closes, we cannot comment on future integration plans, but we will communicate any updates with customers when they become available. We currently expect the transaction to close in April 2007. Where can I find out more information about the proposed Oracle and Hyperion combination? For more information, please visit Oracle.com/Hyperion or
The above is for informational purposes and may not be incorporated into a contract. IT IS NOT A COMMITMENT TO DELIVER ANY MATERIAL, CODE, OR FUNCTIONALITY, AND SHOULD NOT BE RELIED UPON IN MAKING PURCHASING DECISION. THE DEVELOPMENT, RELEASE, AND TIMING OF ANY FEATURES OR FUNCTIONALITY DESCRIBED FOR ORACLEíS PRODUCTS REMAINS AT THE SOLE DISCRETION OF ORACLE. THE DEVELOPMENT, RELEASE, AND TIMING OF ANY FEATURES OR FUNCTIONALITY DESCRIBED FOR HYPERIONís PRODUCTS REMAINS AT THE SOLE DISCRETION OF HYPERION. This acquisition is subject to the satisfaction of a variety of conditions. Oracle is not affiliated with Hyperion and Hyperion is not affiliated with Oracle until the official close of the transaction. Important Information |
This document contains certain forward-looking statements about Oracle and Hyperion. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts, in each case as they relate to Oracle and Hyperion, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of Oracle and Hyperion, including: the successful consummation of the proposed transaction, the impact of general economic conditions in regions in which either such company currently does business, industry conditions, including competition, fluctuations in exchange rates and currency values, capital expenditure requirements, legislative or regulatory requirements, changes in the tax laws, interest rates and access to capital markets. The actual results or performance by Oracle or Hyperion could differ materially from those expressed in, or implied by, these forward-looking statements. 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 Hyperion. Neither Oracle nor Hyperion assumes an obligation to update or revise any such statements, whether as a result of new information or otherwise. |
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Copyright © 2007, Oracle. All rights reserved. Oracle, JD Edwards, PeopleSoft, and Siebel are registered trademarks of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners. 07001XXX
Oracle and Hyperion Acquisition Announcement The New, Extended Oracle BI: A System for Enterprise Performance
Management
March 1, 2007
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Important Information
THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND
THE OFFER TO BUY SHARES OF HYPERION'S COMMON STOCK WILL ONLY BE MADE PURSUANT
TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE INTENDS TO FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION. ONCE FILED, HYPERION STOCKHOLDERS
SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, HYPERION STOCKHOLDERS WILL BE
ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE
OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW. SEC.GOV, FROM THE INFORMATION
AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.
Cautionary Statement Regarding Forward -Looking Statements
This document contains certain forward -looking statements about Oracle and
Hyperion. When used in this document, the words "anticipates", "may", "can",
"believes", "expects", "projects", "intends", "likely", similar expressions and
any other statements that are not historical facts, in each case as they relate
to Oracle and Hyperion, the management of either such company or the
transaction are intended to identify those assertions as forward -looking
statements. In making any such statements, the person making them believes that
its expectations are based on reasonable assumptions. However, any such
statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or anticipated. These
forward -looking statements are subject to numerous risks and uncertainties.
There are various important factors that could cause actual results to differ
materially from those in any such forward -looking statements, many of which
are beyond the control of Oracle and Hyperion, including: the impact of general
economic conditions in regions in which either such company currently does
business, industry conditions, including competition, fluctuations in exchange
rates and currency values, capital expenditure requirements, legislative or
regulatory requirements, changes in the tax laws, interest rates and access to
capital markets. The actual results or performance by Oracle or Hyperion could
differ materially from those expressed in, or implied by, these forward
-looking statements. 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 Hyperion.
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What We Are Announcing
Oracle has agreed to acquire Hyperion
Cash tender offer of $52.00 per share Approximately $3.3 billion in equity value
Transaction expected to close in April 2007, subject to regulatory and other approvals
About Hyperion
Leading provider of performance management solutions, OLAP, financial planning
and consolidation Public company with trailing twelve month revenues in excess
of $830 million (12/31/06) Headquarters in Santa Clara, CA, USA
2,900 employees worldwide; 12,000+ customers worldwide
Accelerates Oracle's product strategy
Business intelligence is a strategic focus for Oracle
Hyperion brings best-of-breed, heterogeneous performance management products
and complementary BI products Combination offers industry's best and most
complete product line Complements Oracle's database, middleware, and
applications
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Strategic Importance to Oracle
Performance management is a rapidly growing software segment
Estimated to reach $7.0 billion in 2009; 11%+ CAGR growth Top priority for
executives and Boards of Directors Financial planning extending to full
enterprise business planning Drives additional value from enterprise software
deployments
Complements Oracle's existing product strengths
Extends Oracle's position in business intelligence Adds leading open enterprise planning system
Adds high-growth, leading financial consolidation products Adds powerful multi-source OLAP server
Extends Oracle's global distribution channels with domain expertise
Why now?
Performance management and business intelligence increasingly used together
First integrated, end-to-end Enterprise Performance Management System:
planning, consolidation, operational analytic applications, BI tools,
reporting, data integration Differentiates Oracle from other business
intelligence vendors
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Why Hyperion?
Category leader in performance management software
Rated as a leader in performance management and business intelligence platforms
Leader in OLAP, planning, and financial consolidation Successfully implemented
at over 12,000 global customers
Strong reputation and established relationships with CFO office
Strong domain expertise in financial and performance management Helps Oracle
sell complementary products into the CFO office Strengthens Oracle's expansion
into SAP base
Most complementary product suite
Thousands of Hyperion customers already use Oracle Applications Enables rapid
integration of product suites
Experienced global organization
Highly skilled and experienced product development team Global sales expertise,
strong services and support capability Excellent support and adoption by global
system integrators
Oracle and Hyperion are already partners
Hyperion is a member of Oracle PartnerNetwork (OPN)
Hyperion is an Oracle customer - runs on E-Business Suite and Siebel CRM
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Select Joint Customers
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Expected Customer and Partner Benefits
Continued Commitment to Heterogeneous Environments
Hyperion Customers
Oracle plans to protect, extend and evolve customers' investments Increased R&D
investment in Hyperion products
Extends products with operational analytic applications and BI tools Access to
Oracle's global support and services organizations
Oracle Customers
Best-of-breed Enterprise Performance Management System Enhanced and complete
suite of business intelligence tools Complements Oracle database, middleware,
applications Access to Hyperion domain expertise in financial management
Oracle and Hyperion Partners
ISVs: broader opportunities to embed technology
SIs: strategic partner for best and most complete BI and performance management
applications and technology; Joint advisory to CFOs VARs: expanded
opportunities for value-added solutions
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Leadership Product Strategy
Driving the Evolution of Performance Management and BI
Provides industry's first end-to-end Enterprise Performance Management System
Align operational intelligence with strategy: better insight Align operational decisions with strategy: better
decisions From insight to action: better results
Built on integrated and modern foundation
Most complete and integrated BI tools and operational analytic applications
Supports all styles of analysis and reporting With a unified and consistent
view of enterprise intelligence
Provides a fundamentally more complete solution
No other BI vendor offers as complete an Enterprise Performance Management
System No other application vendor offers breadth of BI solutions
Leads category in technology and vision
For business intelligence and performance management
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Enterprise Performance Management System
Oracle with Hyperion
Required for
Better information Better insight Better plans Better decisions Better actions
Better performance Better results
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The New, Extended Oracle BI
A System for Enterprise Performance Management
Oracle Business Intelligence
BI and Performance Management Applications
BI Tools and Foundation
Operational analytic applications Performance management applications
Best-of-breed BI tools Powerful analytics Integrated BI technology
Hot-Pluggable
Works with any information technology environment - Oracle, non-Oracle, or mixed
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Next Steps
Public announcement
March 1, 2007
Communicate with all stakeholders
Press and analyst briefings: week of March 5, 2007 Customer briefings: week of March 5, 2007 Hyperion
Solutions 2007: April 22-25, 2007 (Orlando, FL) Hyperion Solutions 2007: May 20-22, 2007 (Lyon, France)
Complete transaction
Obtain required approvals and satisfy conditions to closing Expect to close in April 2007
More information can be found at:
www.Oracle. com/Hyperion or www.Hyperion. com
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| Oracle and Hyperion | CONTACT ORACLE Email to: contact.oracle@oracle.com 1.650.633.4490 1.800.633.0925 (toll free in the United States) SUPPORT, SERVICE, AND SALES INFORMATION Hyperion customers and partners: Please use your existing contacts for professional support, services, and sales. |
Read the
press release: Oracle Buys Hyperion
On March 1, Oracle announced our
plan to buy Hyperion, a leading provider of performance
management software. The transaction
extends Oracle’s business intelligence capabilities to offer the most comprehensive
system for enterprise performance management. We expect the transaction to
close in April 2007, subject to regulatory and
other approvals. Until the deal closes, eachcompany will continue to operate
independently, and it is business as usual.
A year ago, Oracle significantly reoriented our
business intelligence product suite, shifting our
focus from offering a solution that works for
Oracle-only environments towards offering a
best-of-breed business intelligence product
family that will work with heterogeneous
information sources in an enterprise, both
Oracle and non-Oracle. We introduced a new
product family called Oracle Business
Intelligence Enterprise Edition. This integrated
suite includes Business Intelligence Tools Oracle Business Intelligence Applications,
and Oracle Data Integrator. The acquisition of Hyperion extends our business
intelligence product strategy. Customers
are increasingly using performance
management and business intelligence together. Hyperion provides best-in-class performance management software to over 12,000 customers worldwide, including 91 of the Fortune 100. Hyperion will add complementary products to Oracle's business intelligence offerings including a leading open enterprise planning system, financial consolidation products, and a powerful multi-source OLAP server. Coupled with Oracle's BI tools and pre-packaged analytic applications, the combination redefines business intelligence and performance management by providing the first integrated, end-to-end Enterprise Performance Management System that spans planning, consolidation, operational analytic applications, BI tools, reporting, and data integration, all on a unified BI platform.
On March 1, 2007, Oracle hosted a conference call to discuss the acquisition. A live audio webcast replay of the call will be made available on the Oracle Investor Relations website at www.oracle.com/investor. The webcast will be available for replay through March 8th. A replay of the call will be available through the end of Friday, March 2nd at the following number: (719) 457-0820, passcode 1946731.
INFORMATION FOR CUSTOMERS AND PARTNERS
Letter to customers from Charles Phillips, President, Oracle outlining the benefits of the combination Letter to partners from Charles Phillips, President,
Oracle outlining the benefits of the combination Overview and Frequently Asked Questions (PDF) Learn more
about what the combination of Oracle and Hyperion (PDF) will mean for our customers
and partners
NEWS AND EVENTS
Press release: Oracle Buys Hyperion
Important Information
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF HYPERION'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. ONCE FILED, HYPERION STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, HYPERION STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Hyperion. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects", “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts, in each case as they relate to Oracle and Hyperion, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of Oracle and Hyperion, including: the impact of general economic conditions in regions in which either such
company currently does business, industry conditions, including competition, fluctuations in exchange rates and currency values, capital expenditure requirements, legislative or regulatory requirements, changes in the tax laws, interest rates and access to capital markets. The actual results or performance by Oracle or Hyperion could differ materially from those expressed in, or implied by, these forward-looking statements. 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 Hyperion.
Charles Phillips President
|
 |
Important Information
THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND
THE OFFER TO BUY SHARES OF HYPERION'S COMMON STOCK WILL ONLY BE MADE PURSUANT
TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE INTENDS TO FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION. ONCE FILED, HYPERION STOCKHOLDERS
SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, HYPERION STOCKHOLDERS WILL BE
ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE
OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW. SEC.GOV, FROM THE INFORMATION
AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.
Cautionary Statement Regarding Forward -Looking Statements
This document contains certain forward -looking statements about Oracle and
Hyperion. When used in this document, the words "anticipates", "may", "can",
"believes", "expects", "projects", "intends", "likely", similar expressions and
any other statements that are not historical facts, in each case as they relate
to Oracle and Hyperion, the management of either such company or the
transaction are intended to identify those assertions as forward -looking
statements. In making any such statements, the person making them believes that
its expectations are based on reasonable assumptions. However, any such
statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or anticipated. These
forward -looking statements are subject to numerous risks and uncertainties.
There are various important factors that could cause actual results to differ
materially from those in any such forward -looking statements, many of which
are beyond the control of Oracle and Hyperion, including: the impact of general
economic conditions in regions in which either such company currently does
business, industry conditions, including competition, fluctuations in exchange
rates and currency values, capital expenditure requirements, legislative or
regulatory requirements, changes in the tax laws, interest rates and access to
capital markets. The actual results or performance by Oracle or Hyperion could
differ materially from those expressed in, or implied by, these forward
-looking statements. 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 Hyperion.
Strictly Confidential
2
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 |
Introduction to Oracle
Welcome!
We are the world's largest enterprise software vendor
68,000 employees with worldwide reach 275,000 global customers Operating in 145 Countries
Accelerating segment growth
#1 in Database
#1 Fastest Growing Middleware #1 in Applications in North America #1 in SCM, CRM and HCM
globally
Leader in Retail, Communications, Banking and Financial Services, Public Sector, and
Professional Services globally
Creating the most comprehensive and complete BI product line
Strictly Confidential
3
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 |
Oracle + Hyperion: Industry Changing Event
Combination is an industry changing event
Highly strategic acquisition for Oracle
Best-in-class Hyperion performance management and business intelligence
Best-in-class Oracle analytics, CRM, ERP, vertical applications, middleware,
and database
Together: Driving the evolution of performance management and business intelligence
Oracle commitment to Hyperion product strategy Accelerate customer adoption of Hyperion products
Hyperion employees are integral to our BI strategy
Hyperion employees will continue to lead and grow the business Combination is about expansion,
not overlap
Strictly Confidential
4
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 |
Strategic Importance to Oracle
Performance Management is a rapidly growing software segment
Estimated to reach $7.0 billion in 2009; 11%+ CAGR growth Top priority for
executives and Boards of Directors Financial planning extending to full
enterprise business planning Drives additional value from enterprise software
deployments
Complements Oracle's existing product strengths
Extends Oracle's position in business intelligence Adds leading open enterprise planning system
Adds high-growth, leading financial consolidation products Adds powerful multi-source OLAP
server
Extends Oracle's global distribution channels with domain expertise
Why now?
Performance management & business intelligence increasingly used together First
integrated, end-to-end Enterprise Performance Management System: planning,
consolidation, operational analytic applications, BI tools, reporting, data
integration Together offer industry's most complete and best product line
Differentiates Oracle from other Business Intelligence vendors
Strictly Confidential
5
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 |
Why Hyperion?
Category leader in Performance Management Software
Rated as a Leader in Corporate Performance Management and Business Intelligence
Platforms Leader in OLAP, Planning, and Financial Consolidation Successfully
implemented at over 12,000 global customers
Strong reputation and established relationships with CFO office
Strong domain expertise in financial and performance management Helps Oracle
sell complementary products into the CFO office Strengthens Oracle's expansion
into SAP base
Most complementary product suite
Thousands of Hyperion customers already use Oracle Applications Enables rapid
integration of product suites
Experienced global organization
Highly skilled and experienced product development team Global sales expertise,
strong services and support capability Excellent support and adoption by global
system integrators
Oracle and Hyperion are already partners
Hyperion is a member of Oracle PartnerNetwork (OPN)
Hyperion is an Oracle customer - runs on E-Business Suite and Siebel CRM
Strictly Confidential
6
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 |
Oracle -Hyperion Integration Plan
Overall plan is to retain the Hyperion business momentum
Combination provides Hyperion employees with significant opportunities given
the absence of product overlap Expect to retain vast majority of employees at
their current positions
Grow Hyperion development
Product releases will continue as planned, with acceleration
Grow Hyperion customer support
Continuity of customer support, while accessing Oracle global support infrastructure
Grow Hyperion sales and consulting
Represent centerpiece of our BI go-to-market strategy
Leverage domain expertise in marketing Support existing partner relationships Ensure continuity
of G&A organizations
Many available positions within Oracle due to our rapid expansion Hiring freeze
at Oracle in anticipation of this acquisition
Strictly Confidential
7
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 |
Next Steps
Thursday, March 1
Announce merger agreement
Week of March 5
Oracle and Hyperion working groups start integration planning
April 2007
Expected transaction close, subject to regulatory and other approvals
More information can be found at Hyperion. com/oracle
In the meantime, goal is Business as Usual
Strictly Confidential
8
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 |
Town Hall
March 1, 2007
|
 |
Important Information
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR
THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE
OFFER TO BUY SHARES OF HYPERION'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN
OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE INTENDS TO FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. HYPERION WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. ONCE FILED,
HYPERION STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY
DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, HYPERION
STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE, THE
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS WITH RESPECT TO THE
OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW. SEC.GOV, FROM THE INFORMATION
AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.
Cautionary Statement Regarding Forward -Looking Statements
This document contains certain forward -looking statements about Oracle and
Hyperion. When used in this document, the words "anticipates", "may", "can",
"believes", "expects", "projects", "intends", "likely", similar expressions and
any other statements that are not historical facts, in each case as they relate
to Oracle and Hyperion, the management of either such company or the
transaction are intended to identify those assertions as forward -looking
statements. In making any such statements, the person making them believes that
its expectations are based on reasonable assumptions. However, any such
statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or anticipated. These
forward -looking statements are subject to numerous risks and uncertainties.
There are various important factors that could cause actual results to differ
materially from those in any such forward -looking statements, many of which
are beyond the control of Oracle and Hyperion, including: the successful
consummation of the proposed transaction, the impact of general economic
conditions in regions in which either such company currently does business,
industry conditions, including competition, fluctuations in exchange rates and
currency values, capital expenditure requirements, legislative or regulatory
requirements, changes in the tax laws, interest rates and access to capital
markets. The actual results or performance by Oracle or Hyperion could differ
materially from those expressed in, or implied by, these forward -looking
statements. 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 Hyperion. Neither Oracle nor Hyperion assumes
an obligation to update or revise any such statements, whether as a result of
new information or otherwise.
Copyright (C) 2006, Hyperion. All rights reserved. 2
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Agenda
The News - Godfrey Sullivan
Strategic fit What it means to employees
What it means to customers& partners Next steps
Welcome - Charles Phillips, President, Oracle Corporation
Copyright (C) 2006, Hyperion. All rights reserved. 3
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 |
The News
Godfrey Sullivan
President and CEO
|
 |
The News
Oracle intends to acquire Hyperion
Definitive agreement signed March 1st Cash tender offer for $52 per share
Transaction expected to close in April, subject to regulatory and other
approvals
Combination of Hyperion and Oracle will drive the evolution of Performance
Management and Business Intelligence
Provides industry's first end-to-end Enterprise Performance Management system
Accelerates Oracle's strategic focus on BI and Performance Management More than
4,000 joint customers
Copyright (C) 2006, Hyperion. All rights reserved. 5
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Validation of Our Hard Work
Leading Performance Management system
Created category that competitors are chasing
Valued and unique domain expertise Strategic customer and partner relationships
Momentum in marketplace Industry validation
Copyright (C) 2006, Hyperion. All rights reserved. 6
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 |
Why Now?
Hyperion is poised to accelerate
Widely acknowledged as Performance Management leader Financially successful
Outgrowing competition
Performance Management and Business Intelligence markets increasingly used
together
Together Hyperion and Oracle will have the industry's most complete offering
Differentiates from other Business Intelligence vendors
Hyperion best-of-breed solutions
Successfully implemented at over 12,000 global customers Integrate with Oracle
technology and applications More than 4,000 joint Oracle Applications customers
Copyright (C) 2006, Hyperion. All rights reserved. 7
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Good News for Employees
Acquisition is about expansion, not overlap Expand R&D investment in our
products
Leveraging and expanding our sales and technical capabilities Benefit from
Oracle's global infrastructure and resources Broader career growth
opportunities at a larger organization Accelerated growth of Hyperion
Copyright (C) 2006, Hyperion. All rights reserved. 8
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Great News for Our Customers
Stronger combined vendor with complementary products Increased R&D investment
in Hyperion products
Extends products with operational analytic applications and BI Tools Better
integration with Oracle technology and applications
Hyperion already integrated with Oracle Customers get value immediately
Continued commitment by Oracle heterogeneous environments
Works in any environment - Oracle, non-Oracle or mixed
Access to Oracle's global support and services organizations Protect, Extend,
Evolve customers' investments
Oracle and Hyperion product plans continue forward with lifetime support
Copyright (C) 2006, Hyperion. All rights reserved. 9
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Next steps
Continue to operate as stand-alone companies until close, expected April 2007
Business as usual Focus on supporting our customers and delivering strong Q3
results Additional info and FAQs available on My Global Source Open Door policy
through your management and Ask Hyperion Commitment to providing frequent
communications throughout the integration process
Copyright (C) 2006, Hyperion. All rights reserved. 10
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Welcome
Charles Phillips
President, Oracle Corporation
|
FINAL TRANSCRIPT
 |
ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion
Event Date/Time: Mar. 01. 2007 / 8:30AM ET
 |
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
| C O R P O R A T E P A R T I C I P A N T S |
| Krista Bessinger |
| Oracle Corporation - VP - IR |
| Charles Phillips |
| Oracle Corporation - President |
| Safra Catz |
| Oracle Corporation - President, CEO |
| Godfrey Sullivan |
| Hyperion Solutions Corporation - President, CEO |
| C O N F E R E N C E C A L L P A R T I C I P A N T S |
| Aron Schwartz |
| JPMorgan Chase & Co. - Analyst |
| Peter Kuper |
| Morgan Stanley - Analyst |
| Heather Bellini |
| UBS - Analyst |
| Jason Maynard |
| Credit Suisse - Analyst |
| Brent Thill |
| Citigroup - Analyst |
| Steve Ashley |
| Robert W. Baird & Co. - Analyst |
| John DiFucci |
| Bear Stearns & Co. - Analyst |
| Kirk Materne |
| Banc of America Securities LLC - Analyst |
| Kash Rangan |
| Merrill Lynch - Analyst |
| P R E S E N T A T I O N |
| Operator |
| Good day everyone, and welcome to today's Oracle Corporation Conference Call. Today's conference is being recorded. At this time, I'd like to turn the call over the Vice President of Investor Relations for Oracle, Krista Bessinger. Please go ahead. |
Krista Bessinger - Oracle Corporation - VP - IR
Thank you, operator. Hello everyone, and thank you for joining our call this morning to discuss Oracle's acquisition of Hyperion Solutions. This is Krista Bessinger, Vice President of Investor Relations. And with me on the call today are Oracle President, Charles Phillips, President and Chief Financial Officer, Safra Catz, and Hyperion's President and CEO, Godfrey Sullivan.
Before we begin, I'd like to remind everyone that the purpose of today's call is to discuss the proposed acquisition of Hyperion. And given the timing and the fact that we just officially closed Q3 a few hours ago, we'll not be able to comment on Q3 during
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
today's call. We do, however, look forward to reporting our final results later this month, and our earnings date has been set for Tuesday, March 20th.
So with that, let me quickly cover the Safe Harbor statement. Today's discussion may include predictions, estimates or other information that might be considered forward-looking. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially.
You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this presentation. And please keep in mind that we're not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events.
Throughout today's discussion, we'll attempt to present some important factors relating to our business that may affect our predictions. You should also review our most recent Form 10-K and Form 10-Q for a more complete discussion of these factors and other risks that may affect our future results or the marketplace of our stock.
With that, I'd like to turn the call over to Charles Phillips.
Charles Phillips - Oracle Corporation - President
Thanks Krista, and good morning. This morning, we're announcing the acquisition of Hyperion. The acquisition of Hyperion is a strategically important acquisition and a continuation of a very successful plan to create the most comprehensive and open enterprise software stack in the industry.
Normally, we buy category leaders. This is no exception. Hyperion is the category leader in performance management with over 12,000 customers worldwide, including 91 of the Fortune 100. This combination extends our business intelligence strategy launched a year ago when we introduced Oracle Business Intelligence. That's been one of our highest growth product lines. Today, Oracle Business Intelligence is being used by over 60% of the Fortune 100.
The acquisition of Hyperion furthers the successful BI strategy and complements our own product strengths. So, the way to think of this is there are five major product categories related to business intelligence. There's the BI server, or foundation as we call it, and that's for base services such as data access, integration and security and presentation services and other BI tools for things like reporting and publishing and alerting and building dashboards.
There is the database or Oracle OLAP engine, and that's where the data is stored in tables or in analytical dimensions. There are analytic applications for operational things like supply chain, sales, order management and financial analytic applications. And then, there's the base transaction systems which is where the data is created, ERP and CRM, etcetera.
For the first time in the history of our industry, one company is strong in all five categories. We now have the most comprehensive business intelligence product line. There are many products from my competitors such as Cognos and Business Objects, that tend to focus on either BI tools or for BI foundation with key analytic applications or no database and no transactional systems.
With Hyperion, we will be adding a leading enterprise planning system, a high growth leading financial consolidation solution, a powerful OLAP engine, and we pick up a global field organization with over 1,900 sales and consulting professionals dedicated to business intelligence.
Hyperion sells very strategic analytic applications, which are critical to the CFO's office. The components and applications for example, aggregates data from all subsidiary accounting systems for financial reporting. This is the system of record for financial reporting and regulatory filings for most of the Fortune 500. They also have [inaudible] budgeting applications, which become the core systems executives use to run the business every day. They have a strong reputation with CFOs and a well-known
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
brand name, a very large cadre of domain experts around financial processes, and that'll allow us to piggyback other CFO-focused applications like compliance and governance applications into that sales force.
This acquisition's also helped us extend our surround SAP strategy. Thousands of SAP customers close their books and manage their chart of accounts and organization structure with the Hyperion products. This is the product managers use to interface with their financial systems, and this is where they make changes such as moving one business unit under another for reporting purposes. So, this is consistent with our other surround SAP products, all category leaders.
A few examples, Siebel CRM, PeopleSoft HR, G-Log for transportation management, Demantra for demand planning. We continue with the verticals of course, Oracle Retail, Oracle Communications, Oracle Utilities and I-Flex Banking. And then on the infrastructure side, Oracle Fusion Middleware, we have more SAP customers using our Middleware than use NetWeaver. And of course, most SAP customers use the Oracle database.
So [similarly], we are achieving critical mass in SAP accounts. SAP customers are increasingly comfortable with a co-existent strategy with both SAP and Oracle applications in their environments, both running on Oracle technology. Needless to say, this strategy means that Hyperion products will remain open and standard to consolidate on multiple accounting systems including SAP and of course, all of the Oracle financial applications.
We also have 15,000 partners who will be pleased to add this product to their Oracle portfolio. The vast majority of Cognos and BOBJ partners are also Oracle partners, and now they can consolidate around a single vendor. Both Hyperion and Oracle customers would immediately benefit since the Hyperion and Oracle products are already integrated and together will represent the industry's most complete and best-in-class BI product lines. We have many joint successful deployments together including Alcoa, BT, Cisco Systems, IBM, Wells Fargo and the Bank of America.
So with that, I will turn it over to Godfrey Sullivan, CEO of Hyperion.
Godfrey Sullivan - Hyperion Solutions Corporation - President, CEO
Thank you Charles, good morning everyone. We at Hyperion are very excited about this news. We believe now is the right time to combine with a strategic partner like Oracle, especially given converging requirements for performance management and business intelligence and the critical need for managers across the enterprise to better align their operational decisions with strategy. We believe Oracle will help us accelerate our strategy of providing performance management systems to help business executives and employees at all levels better manage their business.
Hyperion's domain expertise and financial and performance management has created the leading performance management system in the industry. Our solutions have been successfully deployed by thousands of customers and adopted by the largest companies in the world, 352 of the top -- of the Global 500, ten of the top ten banks, ten of the top ten Telcos, seven of the top ten industrial manufacturing companies.
We believe this combination with Oracle provides the most compelling performance management and BI solution for customers and partners in the industry. Oracle's expertise in BI tools, operational analytics and data management, combined with Hyperion's expertise in financial planning, consolidation and multi-source OLAP, provides a best-of-breed solution for customers. Moreover, access to Oracle's global sales channels, extensive partner network and more than 275,000 customers will help accelerate the adoption of Hyperion products across the leading companies in the world.
With Oracle's R&D budget, world-class support organization, and commitment to its business intelligence strategy, we're confident that our customers will see their investment protected and extended by Oracle. In terms of our shareholders, we believe the purchase by Oracle makes the most strategic sense for our business, and that Oracle represents the best partner to help us win in the marketplace and deliver the first integrated, end-to-end, enterprise performance management system.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
So, thank you again. Let me -- I'll turn the call over to Safra. Good morning, Safra.
Safra Catz - Oracle Corporation - President, CEO
Good morning, thanks Godfrey. Good morning, everyone. I'm going to start with a few highlights, basically refresh your -- refresh everyone on the details of our press release. We've announced an agreement to acquire Hyperion through a cash tender offer. With the offer price at $52 a share, the total fully diluted equity value is $3.3 billion. But, taking into account Hyperion's cash position of about $450 million, the net price to Oracle will be approximately $2.9 billion.
We do anticipated commencing the tender offer no later than the week of March 12th. And assuming that we make the required anti-trust filings on a timely basis, we expect to set the tender offer to expire in mid April. So, if more than 50% of the shares outstanding are tendered and the statutory waiting period has expired without further request, we'll acquire the shares and assume control of Hyperion. The transaction should close, really, closely thereafter.
As you can imagine, we think this transaction is very attractive financially. The acquisition's expected to be accretive to earnings on a non-GAAP basis by at least $0.01 in 2008, by at least $0.04 per share in fiscal 2009. On a GAAP basis, it's likely to be modestly dilutive in fiscal 2008. In subsequent years, we expect the transaction to be accretive. I am going to provide more specific guidance on the impact to Q4 and beyond as we get closer to the closing of the transaction and we understand the timing a little bit better.
As Krista mentioned, we have just completed our quarter just a few hours ago. And given this, and the fact that we are in our quiet period, I'm not going to have any further color on the quarter and won't be able to take any questions. But, we have scheduled our call for March 20th, and I look forward to talking to you then about that. Post closing, we'll provide additional information including the anticipated goodwill and other charges, things like acquired intangible, etcetera.
In summary, this transaction is highly strategic and meets or exceeds our financial threshold, and it's expected to provide a good return for our shareholders. [Hawk] will contribute to our stated long-term goal of 20% annual earnings growth, which as you know, we continue to exceed. Once integrated, Hyperion's operation will also help us further expand our EBIT margins from their current levels. Finally, in terms of funding the transaction, we intend to finance the acquisition with our existing cash and with available commercial paper capacity.
So with that, let me turn the call over to Krista, and we'll take a few questions.
Krista Bessinger - Oracle Corporation - VP - IR
Great, thank you. So operator, we have time for some questions, if you could please go ahead and have everyone queue up?
| Q U E S T I O N S A N D A N S W E R S |
| Operator |
| Thank you. |
| [OPERATOR INSTRUCTION] |
| And we'll go to Adam Holt, JPMorgan. |
|
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Aron Schwartz - JPMorgan Chase & Co. - Analyst
Hi, this [Aron Schwartz] for Adam Holt, and thanks for taking my call. My first question is, maybe you could touch a little bit on where you see the clearest opportunities for cost synergies? And particularly, I'm just wondering about how you're looking at integrating the sales teams as you've done a number of different things with front-end transactions Siebel and PeopleSoft?
Safra Catz - Oracle Corporation - President, CEO
We actually see -- I don't know if that's for me for or Charles. The reality is that we see both revenue and some cost synergies. Really, it's much more cost efficiencies than anything else. The reality is that we do expect to sell quite a bit more together than we do currently, apart -- once we're into full speed and not in a transition period. And we'll have just greater efficiencies because of our significantly larger scale.
Charles Phillips - Oracle Corporation - President
On the sell side of it, we will create another dedicated sales force. So as you probably know, we already have CRM sales force, ERP, Middleware, Database, and we'll be adding an enterprise performance management sales force. This is a large sales force that's very focused on these products. They know it well, and we want to keep them all together, intact and let them continue to do what they're doing.
Aron Schwartz - JPMorgan Chase & Co. - Analyst
Great. And a follow-up question if I could, will you plan to use the cash on your balance sheet to do this? Or, will you look at any changes there?
Safra Catz - Oracle Corporation - President, CEO
We're going to be using the cash we've got. And like we have with some others, we've taken down commercial paper temporarily. And that's what we'd do here. We're not planning on taking on any long-term debt on this deal.
Aron Schwartz - JPMorgan Chase & Co. - Analyst
Okay, understood. Thanks for taking my questions.
Operator
And we'll go next to Peter Kuper, Morgan Stanley.
Peter Kuper - Morgan Stanley - Analyst
Great, thanks very much. Charles, maybe specifically for you, I know in prior conversations, presentations, you had mentioned that Oracle had definitely planned to be the leader in BI by the end of the decade, 2010, I believe. As this clearly puts you on the path, does this accelerate that plan? Or, do we need to see a couple of, maybe fill-in acquisitions, to really solidify the opportunity here?
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Charles Phillips - Oracle Corporation - President
I think if we add up the numbers, the plan [may] already be completed, I think we probably are the leader in business intelligence already now with Hyperion. But, this certainly puts us on the right path. I can't tell you how many customers said [you and Hyperion] should get together it's just so complementary. So, the customers will say, "This makes so much sense, a no-brainer." And I can't tell you how excited the field organization's going to be over this.
Peter Kuper - Morgan Stanley - Analyst
Okay, great. Thank you.
Operator
And we'll go next to Heather Bellini, UBS.
Heather Bellini - UBS - Analyst
Hi, thank you. This question is for Safra. I just -- this transaction does seem different in that with PeopleSoft and Siebel, I don't think you specifically called out revenue synergies from the beginning. So, I guess the question is here, I think you guys have mentioned in the past, it takes about four to six quarters for the companies -- for the acquisitions you've made to really start contributing to the top line. I was wondering, given the revenue synergies that you're calling out, should we expect it to take less time than that for these companies to kind of rebuild their pipeline, and for the sales force to get refocused as the deal closes?
Safra Catz - Oracle Corporation - President, CEO
If the question's for me -- but Charles is going to have some input on this.
Heather Bellini - UBS - Analyst
Okay, great.
Safra Catz - Oracle Corporation - President, CEO
First of all, we have virtually no overlap with these folks, which is -- we had some overlap with PeopleSoft, as you know and with Siebel, so there was adjustment, more so with PeopleSoft than anything else. So, that required the same sales force to figure out which products made the most sense for customers. In this case, we're going with this product line. They've got a sales force. We're keeping it intact. And after some transition period, and again we're not sure when this deal is going to ultimately close, it depends on a few things that are not in our control. We do expect to get out -- get out very quickly.
However, we've -- in the guidance that I've given you, it is of course preliminary, we've taken a very, very conservative approach on the revenue synergy line because that's our approach. But, I think that we should be able to be really up and running very quickly here.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Charles Phillips - Oracle Corporation - President
Yes. I'd agree with that. And in addition to Safra's point on less overlap and on also the fact that we can take the complete, up and running sales force with critical mass and just create a new sales force, as opposed to integrating it in with an existing one, redoing territories, breaking relationships, if you have product overlap, that's what you have to do. This time, it's all incremental. It's an additional sales force. So, it's a actually fairly clean integration process.
Heather Bellini - UBS - Analyst
Could I just ask a follow-up then? So, if based on both of your comments, should we assume that you're not going to see the step down in license revenues that -- I guess just using Siebel as a better barometer, like we saw there?
Charles Phillips - Oracle Corporation - President
Well, we don't want to get into modeling at that level of detail, but we're certainly optimistic about how this will play out.
Heather Bellini - UBS - Analyst
Okay, great. Thank you both.
Operator
We'll go next to Jason Maynard, Credit Suisse.
Jason Maynard - Credit Suisse - Analyst
Hey Charles, can you maybe talk a little more about plans for Essbase and how you're going to integrate that into current --Oracle's current BI offering, both from a sales and product perspective?
Charles Phillips - Oracle Corporation - President
Well as you know, Essbase is the leading OLAP product on the market we believe, and that will be another [data] source, [where] we support for many of our other products. And we'll also take the OLAP engine, and allows it to drill through to the Oracle database, which it can do today. So, a lot of that integration's already been done. So, it's a different store. We needed something very strong there. We had a small product there that had -- that wasn't that pervasive in the market. But, this is a best-in-breed product that solved the category of data store that we needed anyway. So, this is totally complementary.
Jason Maynard - Credit Suisse - Analyst
And how about from a sales perspective, -- will the BI sales force from Hyperion tie into the Oracle BI overlay group?
Charles Phillips - Oracle Corporation - President
So, we were building a BI sales force focused on the tools side, and we will continue to do that. But, the Hyperion sales force sole-application -- analytical applications and tools related to that, they will continue to do that. We will still have a general BI sales force who'll go after Cognos and BOBJ and non-consolidation accounts.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Jason Maynard - Credit Suisse - Analyst
Okay, thank you.
Operator
We'll go next to Brent Thill, Citigroup.
Brent Thill - Citigroup - Analyst
Good morning. Just regarding the current overlap in the product suite with Siebel and your current Oracle product, can you just talk about -- I think you mentioned there really is no overlap. I think you have guys have been talking about product here for a while.
Charles Phillips - Oracle Corporation - President
Well, what we've been talking about is an analytic server for instance in tools to generate reports. And we did not have -- we weren't very strong in planning and budgeting. We had a small product that had not done well, so we bought the category leader there, and same thing on the consolidation engine. We were building a product, but never really got that off the ground. So, you can think of it as, we were building the infrastructure. These are the related analytic applications and the tools that are highly complementary.
Brent Thill - Citigroup - Analyst
And just as a follow-up, can you just talk about the timing of the transaction? There have been some concerns on the street over slowing organic application growth.
Safra Catz - Oracle Corporation - President, CEO
I don't know how -- let me take that. The timing of this transaction is -- as I laid out to you, it's somewhat dependent on the regulatory agencies. And that -- I think a good estimate would mid April, but it could drag out a little bit longer. It would be outside of our control. As far as comments about our quarter or anything like that, you're going to have to wait for that for --until March 20th.
Brent Thill - Citigroup - Analyst
Safra, I guess my question was just in terms of the timing of doing the deal now. What were -- were there any particular drivers that drove it to happen now?
Safra Catz - Oracle Corporation - President, CEO
No. I don't know if Godfrey wants to comment on that. But for us, we've done a number of deals. I think this is our -- what, 30th deal in the past three years. So, this one's 30.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Charles Phillips - Oracle Corporation - President
Yes.
Safra Catz - Oracle Corporation - President, CEO
It could just as well have been 29 or 31.
Charles Phillips - Oracle Corporation - President
And the timing is more than negotiation cycle and wrestling Godfrey to the ground, so --.
Safra Catz - Oracle Corporation - President, CEO
That's convincing.
Godfrey Sullivan - Hyperion Solutions Corporation - President, CEO
Yes, wherever I go around the globe and talk to our customers, they may run their business on Oracle or SAP, but they manage their business Hyperion. It's a completely complementary product line, and our Oracle customers, specifically, will be ecstatic with this announcement. I think the synergies between the two companies, and really how often we cooperate in the marketplace in large accounts today, it makes perfect sense for us to get together. So, I think the timing's fantastic.
Brent Thill - Citigroup - Analyst
Thank you.
Operator
We'll go next to Steve Ashley, Robert Baird.
Steve Ashley - Robert W. Baird & Co. - Analyst
I'm sorry if this question is redundant, but what products does Oracle offer today in the BI tools segment of the BI market?
Charles Phillips - Oracle Corporation - President
So, we have a product stack called Oracle Business Intelligence Enterprise Edition or OBIEE. I know it's a long name. And if you will recall, we picked up a very strong analytic product line with the Siebel acquisition. And that has formed the basis of that product line, so an analytic server with consistent metadata across all data sources, and then a series of very nice tools for creating reports and dashboards that are consistent across all the different data publishing sources as well. So, that's what we have today, the infrastructure piece.
And what we did not have or not -- weren't very strong in, are these analytic applications such as consolidation and planning and budgeting and/or the OLAP engine, which is the analytical tool you need to analyze multidimensional data.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Steve Ashley - Robert W. Baird & Co. - Analyst
Perfect, thank you.
Operator
Go next to John DiFucci, Bear, Stearns.
John DiFucci - Bear Stearns & Co. - Analyst
Yes. Following up on the question on overlap, what happens to the PeopleSoft EPM product you have and the customer base there? We've been hearing some pretty good things about that product.
Charles Phillips - Oracle Corporation - President
Well, we had already been updating that product to uptake the analytical foundation that I just described from the Siebel product line, so that was evolving anyway. That will all become part of this division that we're creating, Enterprise Performance Management. So, in addition to the products that we have today, that sales force would not have additional analytical products that are specific to us, specific ERP systems.
John DiFucci - Bear Stearns & Co. - Analyst
Okay, thanks.
Operator
We'll go next to Kirk Materne, Banc of America Securities.
Kirk Materne - Banc of America Securities LLC - Analyst
Thanks. Just two questions for Charles, real quickly, Charles, any impact on sort of just Fusion development around with this acquisition? And then second question is, obviously Hyperion has a strong presence in the CFO office. I guess, how important was that to you as you looked at doing this acquisition in terms of being able to get there on your own versus bringing these guys in?
Charles Phillips - Oracle Corporation - President
The -- no impact on fusion. The development organization is [going] under Thomas Kurian, who's not associated with the Fusion application. He's obviously built the Fusion Middleware, but that already exists, so no really impact there.
On the -- your second question about the CFO-focused sales force, that was an attraction, because there are a lot of other applications that we have and tools the we can sell into the CFO's office, namely compliance and governance applications and content management, things the CFO drives. And that's -- important relationships for IT buying in general, because normally, the CIO reports to the CFO, so having that relationship was important. So, that was certainly another positive checkpoint that we looked at.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
Kirk Materne - Banc of America Securities LLC - Analyst
Thanks, very much.
Krista Bessinger - Oracle Corporation - VP - IR
And I think we have time for just one more question.
Operator
Okay. And we'll go to Kash Rangan, Merrill Lynch.
Kash Rangan - Merrill Lynch - Analyst
Hi, thank you very much. Congrats on the [transaction]. One question for you, Safra, on the financial side, I was just looking at our Hyperion model that got roughly 17%, 18% operating margin. I know that's kind of roughly consistent with the operating margin structure that PeopleSoft, Siebel, and you were able to integrate them without really impacting your margins.
What's your strategy to do the same here, because your operating margins are considerably --? Or, I know that you don't think of this as cost reduction merger, but more of a revenue synergy merger. How should we think about the risk profile of your margin structure, especially with an acquisition like this now of [puts and takes]?
Safra Catz - Oracle Corporation - President, CEO
Well, don't overplay that revenue synergy, not cost also. I want you to understand, we run just a much, much more efficient operation here because of our really massive scale. And there are going to be some very, very significant efficiencies that are just the things you would expect. We hold one of the largest computer trade shows in the world with 42,000 folks. Now, we make money doing that show. And so, imagine, even though of course, until the deal closes and Hyperion actually has their big show next month I think --.
Godfrey Sullivan - Hyperion Solutions Corporation - President, CEO
April.
Safra Catz - Oracle Corporation - President, CEO
April.
Godfrey Sullivan - Hyperion Solutions Corporation - President, CEO
It's in April.
Safra Catz - Oracle Corporation - President, CEO
So, and that will continue. But following years, all those folks will be at Oracle OpenWorld. And that will be -- instead of something that costs them money, something that makes us money. So, it's just the overall operation that we run. We have a very large organization in support, in really every -- in every area, and we just have much, much more efficient business. So, don't assume
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
that there won't be cost savings, because there will be. Just -- and we also expect revenue synergies once we're past the transitional period.
Kash Rangan - Merrill Lynch - Analyst
Good. And then for Charles and Godfrey, just a final question, I know that [software analysts who launch] many of these acquisitions, although you guys have done a better job than most software companies, the concern that most investors would have is the ability to retain sales people, marketing people, management from acquired companies, etcetera. How should we think about any special retention plans, especially since you're creating this BI-based sales force that's going to be standalone? What are you doing exactly to retain these people, ensure that they're able to deliver the revenue targets to you guys? Thanks.
Godfrey Sullivan - Hyperion Solutions Corporation - President, CEO
Just a quick story for you, first of all, I think our field organization is going to be thrilled to know that the good relationships they have with Oracle around the world today are now expanded exponentially in terms of our ability to cooperate and work together, post closing. Now, we had a CIO speak to our Americas management team just a week or two ago. And as they asked her what would be her dream situation here in the industry, she said, "Well, you and Oracle should get together, Hyperion and Oracle." She said, "That's my dream combination."
You'd be surprised how many customers will be excited about this news. And therefore, field sales people, services and support people will be excited about this news. This is a natural thing happening here from a customer viewpoint. And so, I believe that will, more than anything else, be a positive impact on retention, not a negative one.
Charles Phillips - Oracle Corporation - President
That's right. We're just learning over time. You can't just pay people to stay. They have to believe in the strategy and see the opportunity. And in this case, I don't think there'll be any problem. They'll want to stay.
Krista Bessinger - Oracle Corporation - VP - IR
Great. So, thank you every one for participating in today's call. A telephone replay will be available for 24 hours. And that replay number is 719-457-0820 with pass code 1946731. You can also access the webcast replay on the Oracle Investor Relations website, and that will be available through the close of market on March 8th. So thank you, and with that, I'll turn it back over to the operator to close.
Operator
Thank you, and this does conclude today's conference. Thank you for your participation. You may now disconnect.
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| F I N A L T R A N S C R I P T |
| Mar. 01. 2007 / 8:30AM, ORCL - Oracle Buys Enterprise Performance Management Leader Hyperion |
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