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 |
| CALCULATION OF FILING FEE |
| Transaction Valuation* | Amount of Filing Fee* | |
| Not applicable* | Not applicable* |
* 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. |
|
| 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. |
| Amount Previously Paid: | N/A | Filing Party: | N/A |
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| x | Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. |
| Check the appropriate boxes below to designate any transactions to which the statement relates: | |||||||
| x | third party tender offer subject to Rule 14d-1 | ||||||
| o | issuer tender offer subject to Rule 13e-4 | ||||||
| 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 | |||||||
Oracle and Hyperion
The New, Extended Oracle Business Intelligence:
A System for Enterprise Performance Management
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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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The following is intended to outline our general product direction. It is
intended for information purposes only, and may not be incorporated into any
contract. It is not a commitment to deliver any material, code, or
functionality, and should not be relied upon in making purchasing decisions.
The development, release, and timing of any features or functionality described
for Oracle's products remains at the sole discretion of Oracle.
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Agenda
o Market Strategy Overview
o Product Strategy Overview
o Customer & Partner Success
o Summary
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Market Strategy
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What We Are Announcing
o Oracle has agreed to acquire Hyperion
o Cash tender offer of $52.00 per share
o Approximately $3.3 billion in the aggregate
o Transaction expected to close in April 2007, subject to regulatory and
other approvals
o About Hyperion
o Leading provider of Performance Management solutions, OLAP, Financial
Planning and Consolidation
o Public company with trailing twelve month revenues in excess of $830
million (12/31/06)
o HQ Santa Clara; 2,900 Employees; 12,000+ Customers
o Accelerates Oracle's product strategy
o Business Intelligence & Performance Management Converging Rapidly
o Hyperion brings best-of-breed, heterogeneous Performance Management and
complementary BI products to Oracle's offering
o Combination offers industry's only complete and integrated Performance
Management System - combining EPM & Operational BI
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Hyperion Strategic Importance to Oracle
o Performance Management rapidly growing software segment
o Estimated to reach $7.0 billion in 2009; 11%+ CAGR growth
o Top priority for executives and Boards of Directors
o Financial planning extending to full enterprise business planning
o Complements Oracle's existing product strengths
o Adds leading open enterprise planning system
o Adds high-growth, leading financial consolidation products
o Adds powerful multi-source OLAP server
o Extends Oracle's global distribution channels with domain expertise
o Why now?
o Performance Management & Business Intelligence converging rapidly
o First integrated, end-to-end Performance Management System - combining
EPM & Operational BI
o Enables "closed loop" decision making - from Strategy to Planning to
Consolidation to Operational Analytics to Actionable Insight
o Together offer industry's most complete and best product line
o Differentiates Oracle from other Business Intelligence vendors
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Why Hyperion?
o Category leader in Performance Management Software
o Rated as a Leader in Corporate Performance Management and Business
Intelligence Platforms
o Leader in OLAP, Planning, and Financial Consolidation
o Complimentary Products enable rapid integration of Suites
o Successfully implemented at over 12,000 global customers
o Strong reputation and established relationships with CFOs
o Strong domain expertise in financial and performance management
o Helps Oracle sell complementary products into the CFO office
o Strengthens Oracle's expansion into SAP base
o Experienced global organization
o Highly skilled and experienced product development team
o Global sales expertise, strong services and support capability
o Excellent support and adoption by global system integrators
o Oracle and Hyperion are already partners
o Hyperion is a member of Oracle Partner Network (OPN)
o Hyperion is an Oracle customer - runs e-Business Suite and Siebel
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Select Hyperion & Oracle Joint Customers
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Organizational Model
o Hyperion Development Organization
o Will be part of Oracle's Business Intelligence Development Team
o Will be retaining all US & multi-shore development locations
o Will be retained intact - focus on accelerating investments
o Hyperion Support & Consulting Organizations
o Will be integrated with Oracle Support & Consulting
o Hyperion Sales Organization
o Will be retained intact in each geography - US, EMEA, APAC, LAD
o Will also sell some Oracle Analytic Applications - eg. Financial
Analytics - Complete EPM & Operational Analytic Applications
o Oracle Business Intelligence Sales
o Will be retained intact in each geography - US, EMEA, APAC, LAD
o Will also sell Hyperion's Business Intelligence Tools
o Focused on accelerating growth and capturing share
o Oracle will double sales organization for these products globally
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Product Strategy
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Product Strategy Drivers
From: To:
---------------------------------------- ---------------------------------------
Analysts ======> Pervasive use
Historical data ======> Real-time, predictive data
Fragmented view ======> Unified, enterprise view
Reporting results ======> Insight-driven business process
optimization
Analytic tools ======> Unified infrastructure and
prebuilt analytic solutions
Planning silos with limited BI ======> Enterprise Performance
Management System
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Product Strategy
Overview
o Integrated Business Intelligence Tools
o Comprehensive, Integrated, Best-of-Breed Business Intelligence
Infrastructure
o Integrated Business Intelligence Database
o Business Intelligence Functions Integrated in Database
o Integrated Enterprise Performance Management System
o Integrated, Enterprise Wide, & Industry Specific Performance Management
and Analytic Applications
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The New, Extended Oracle BI
A System for Enterprise Performance Management
Oracle Business Intelligence
BI and Performance o perational Business Intelligence Applications
Management Applications o erformance Management Applications
o ntegrated with each other
BI Tools and Foundation o Best-of-breed Business Intelligence Tools
o Integrated BI Foundation
o Enterprise Semantic Model
--------------------------------------------------------------------------------
Hot-Pluggable Works with any information technology
environment - Oracle, non-Oracle, or mixed
--------------------------------------------------------------------------------
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Oracle BI Tools and Foundation
Extended and Unified Business Intelligence Infrastructure
Common Enterprise Information Model
Intelligent Caching Services
Oracle Multidimensional Calculation and Integration Engine
BI Server Intelligent Request Generation and Optimized Data Access Services
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Common Enterprise Information Model
Enables Consistency, Reuse, Ease of Understanding
o User roles, preferences
==> o Simplified view Role-based views of the information
o Logical SQL interface
o Dimensions
o Hierarchies
o Measures Consistent definition of business measures,
==> o Calculations metrics, calculations
o Aggregation Rules
o Time Series
o Map Physical Data
==> o Connections Model once, deploy anywhere
o Schema
Across any data sources
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Oracle BI Applications
An Enterprise Performance Management System
Reporting Scoreboarding Analytic Apps Planning
----------------------------------------------------------------------------------------------------
Modeling Planning Budgeting Financial Management Consolidation Scorecards
----------------------------------------------------------------------------------------------------
Sales & Service & Human Order Supply Verticals
Marketing Contact Center Resources Management Chain
& Fulfillment
----------------------------------------------------------------------------------------------------
Common Enterprise Information Model
Oracle Business Intelligence Foundation
---------------------------------------------------------------------------------------------------
OLTP & ODS Data Warehouse Essbase SAP, Oracle Files Business
Systems Data Mart PeopleSoft, Siebel, Excel Process
Custom Apps XML
---------------------------------------------------------------------------------------------------
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Enterprise Performance Management System
Oracle with Hyperion
Required for
o etter information
o etter insight
o etter plans
o etter decisions
o etter actions
o etter performance
o etter results
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Product Integration
Insight
Performance
Action
------------------------------------------------------------------------------
Set Goals Model Plan Monitor Analysis Report
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From Plan to Analysis
Financial Example
Financial
Plan
Financial Metrics,
KPIs, Scorecards
Financial
Consolidation
Financial Analytics
(Operational BI)
Management &
Statutory Reporting
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Set Goals and Strategy
Hyperion Business Performance Architect
KPIs
Business Rules
Supporting Detail
Mark-up and Workflow
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Define Model to Capture Strategy
Hyperion Planning & Scenario Modeling Tools
Scenarios
Simulation
Adjustment Logic
Mark-up and Workflow
Analytic Facts and Measures
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Define Plans to Align with Strategy
Hyperion Planning & Oracle BI Applications
Strategy Definition Sales & Revenue Plan == Field Reps
Marketing Plan Telesales Reps
Objectives & KPIs == Manufacturing Plan Sales Accelerators
HRMS Plan Sales Comp Plan
Corporate Plan Drivers |
(e.g., Financial Plan) |
Analytic Facts
& Measures
Operational Business
Intelligence Applications
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Monitor KPIs via Alerts
Oracle Notification & Alerting Infrastructure
E-mail Priority-based Delivery
(POP/IMAP) Routing & Delivery Rules
Time-based Conditions Oracle BI Applications
Pager Data-driven Conditions & BI Server
SMS/Voice Hyperion EPM
Applications
Hyperion Enterprise
Analytics
Metrics & KPIs
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Consolidate Information for Analysis
Hyperion Financial Management & Consolidation
Financial
Data Quality
Core Financial Financial Other
Systems Consolidation System Financial
Sources
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Analyze Information
Drill to Detail to Understand Problems - Operational BI
Oracle BI Applications Performance Mgmt Applications Essbase Analytics
-------------------------------- ----------------------------------- ---------------------------
Logical Request Parser
Intelligent Query Execution Catalog
BI Foundation Cache Manager Metadata Mgr.
Functional Compensation Scheduler
Optimized SQL/MDX Gen.
Data Access
Function shipping
-------------------------------------------------------------------------------------
Relational OLAP Business Unstructured Mainframe
Sources Sources Applications Sources
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Integrate Data for Analysis Analysis
Oracle & Hyperion Data Quality,
Oracle Data Integration
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Identify Root Cause of Problem
Integrated Metadata Lineage - Planning to Source Data Analysis
Strategy &
Objectives
Goals, KPIs
& Plans
Planning
Drivers
OLTP App Data Logical Analytic
Source ETL Warehouse Mapping Facts &
Measures
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Generate Reports
Statutory, Operational, and Managerial
Business HTML
User
Excel
PDF
RTF
Report Distributor
Report Generator XML
Layout Formatter
Job Scheduler Word
PPT
EDI
EFT
XBRL
OLTP & Data Warehouse SAP, Oracle Essbase
ODS Data Mart PSFT, Siebel
Custom Apps
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Drive Action in Operational Systems
Insight to Action via Action Framework
Action
1. Conditional Alerting
Analytic Facts & Measures
Business KPIs
Data-Driven Conditions
Time-Driven Conditions
2. In-Context Analysis
Across Planning and Operational Analytic Systems
3. Insight Driving
Action
Transaction System
Change
BPEL
Analytic Workflow
ERP & CRM
Applications
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Compare to Strategy & Goals
"Close the Loop" with Hyperion Scorecards
Set
Goals
Report
Model
Analysis
Plan
Monitor
Insight
Performance
Action
Operational Scorecards
Strategy & Objectives
Business KPIs
Operational Scorecards
Align Operations with Plans
Planning
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Hyperion Already Integrates with Oracle
Customers Can Get Value Immediately
o Hyperion integrates with Oracle Database
o Supports Oracle RAC as a data source
o Hyperion integrates with Oracle Fusion Middleware
o Application Server
o Enterprise Portal: integrate analytics into a common portal
o Identity Management: provide enterprise single sign-on
o Business Intelligence Server as a Data Source for Essbase
o Hyperion integrates with Oracle Applications
o All of Oracle's Enterprise Applications product lines
o Over 4,000 Hyperion customers use Oracle Applications
o Oracle Business Intelligence integrates with Hyperion
o ESSBASE and Interactive Reporting are Data Sources
o Well-defined product integration roadmap
o Critical enablers for product integration complete (e.g., data source)
o Other key design elements have been well defined
o Oracle & Hyperion will provide clear product roadmap to customers
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Example: Unified Executive Portal
Contextual Integration across Products
Planning Scorecards
Contextual,
Drill-across Integration
Execution (Workflow) Analysis/Analytic Application
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Example: Unified Analytics
Oracle Analytic Server & ESSBASE
Oracle Analytics Web
(Presentation Layer)
Oracle Analytic Server\
SQL MDX
Relational Source
ESSBASE Source
ESSBASE
SQL
Oracle Analytic Server
SQL
Relational Source
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Exploit Existing Customer Investments
Continued Integration with Heterogeneous Environments
Portals
Any JSR 168 Portal
Analytic Tools
and Reporting
Oracle BI, HYSL, BOBJ, COGN, MSTR, Actuate ..
Applications
Oracle EBS, Siebel, SAP, PeopleSoft, JD Edwards ..
Desktop Tools
Excel, Outlook,
Lotus Notes ..
Oracle Enterprise Performance Management System
Oracle Business Intelligence Foundation
Security
Oracle
Kerberos
iPlanet
MSFT AD
Novell
Custom
Others ..
Data Access
Oracle RDBMS
Oracle OLAP Option
Microsoft SQL Server & Analysis Services
IBM DB2
Teradata
Essbase
SAP BW
XML, Excel, Text
Others ..
ETL
Oracle Data Integrator (Sunopsis)
Oracle Warehouse Builder
Informatica
Ascential
Others ..
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Oracle Performance Management System
Benefits SAP R/3 & mySAP Customers Today
BI & Performance Management Applications
Reporting Scorecarding Analytic Apps Planning
Common Enterprise Information Model
Oracle BI Foundation
SAP BW SAP R/3 Heterogeneous
Oracle provides the ideal
Performance Management
System for SAP Customers and
Heterogeneous Environments
o BI Applications integrate with R/3
o Planning, Budgeting and Consolidations work with SAP
o BI Foundation supports optimized access to SAP BW
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Future Product Directions
Some Initiative Areas
o Enterprise Performance Management
o Integrated Planning, Consolidation, & Operational Analytics
o For all Lines of Business - Finance, HRMS, Sales, SCM, Verticals
o Enterprise Semantic Model
o Comprehensive Model spanning EPM & Operational Analytics
o Integrated Data Quality, Profiling, Cleansing, and Data Lineage
o Pervasive Business Insight
o Search-based Access with Ubiquitous Multi-channel Access
o Information Transparency with Enhanced Visualization & Exploration
o Real Time Predictive Analysis & Forecasting
o Real Time Activity Monitoring, Predictive Analytics and Forecasting
o Near Real time Integration across Operational & Management Systems
o Insight Driven Actions
o From Guided Analytics to Analytic Workflow to Operational Systems
o Integrated with Web 2.0 & Real Time Collaboration Systems
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Product Strategy
Key Differentiators
o Enterprise Semantic Model
o Model Centric vs. Report Centric Analytics
o Pervasive Business Insight
o Empower Business Users with Embedded Insight
o Real Time Predictive Insight
o Activity Monitoring and Predictive Analytics
o Insight Driven Actions
o Contextual Visualization with Guided Decisions
o Business Process Optimization
o Sense & Respond with Intelligent Business Processes
o Fastest Time to Value
o Pre-Packaged Analytic Applications
o Enterprise Performance Management System
o First integrated, end-to-end Performance Management System - combining
EPM & Operational BI
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Customer and
Partner Success
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Expected Customer & Partner Benefits
Continued Commitment to Heterogeneous Environments
o Hyperion Customers
o Oracle will protect, extend and evolve customers' investments
o Increased R&D investment in Hyperion products
o Extends products with operational analytic applications and BI tools
o Access to Oracle's global support and services organizations
o Oracle Customers
o Best-of-breed Enterprise Performance Management System
o Enhanced and complete suite of Business Intelligence tools
o Complements Oracle Database, Middleware, Applications
o Access to Hyperion domain expertise in financial management
o Oracle & Hyperion Partners
o ISVs: Broader opportunities to embed technology
o SIs: Strategic partner for best and most complete BI and Performance
Management applications and technology; Joint advisory to CFOs
o VARs: Expanded opportunities for value-added solutions
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BT
Joint Customer Example
o Heterogeneous environment
o Oracle e-Business Suite
o Oracle's Siebel CRM
o Thousands of operational systems
o Oracle BI is enterprise BI standard, in use in multiple organizations
o Hyperion System 9 selected by finance organization for financial reporting
and operational metrics
o Using Oracle BI and Hyperion System 9 for better strategic, operational and
tactical decisions
o Would benefit from integration
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Cisco Systems
Joint Customer Example
o Over 15,000 worldwide users of Oracle BI
o Every manager worldwide uses HR dashboards
o Top 500 executives get real-time business view
o Sales, Marketing, and engineering
o Enterprise standard
o Approx. 2,000 users for Finance expense tracking
o Budget vs Actual, headcount and capital data reporting
o 40% of users outside finance organization
o Customer has requested Oracle BI EE interoperate with Essbase
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Oracle & Hyperion Together
Broadest Set of Business Intelligence Partners
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Summary
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The New, Extended Oracle BI
A System for Enterprise Performance Management
o Leading and most comprehensive BI tools and technology
o Leading and most comprehensive BI and performance management applications
o Driving the evolution of Performance Management and BI
o Broadest sales and distribution capability
o Immediate benefit to Hyperion and Oracle customers and partners
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Leadership Product Strategy
Integrating Enterprise Performance Management and BI
o Provides industry's first end-to-end Enterprise Performance Management
System
o Align operational intelligence with strategy: Better insight
o Align operational decisions with strategy: Better decisions
o From Insight to Action: Drives better results more quickly
o Built on integrated and modern foundation
o Most complete and integrated BI tools and BI applications
o With a unified and consistent view of enterprise intelligence
o Fundamentally differentiated from other BI Vendors
o First integrated, end-to-end Performance Management System - combining
EPM & Operational BI
o Most Complete, best-of-breed Tools & Analytic Applications
o Fundamentally differentiated from other Applications Vendors
o Other Applications Vendors EPM & BI Solutions not best-of-breed
o Other Vendors - Not open to heterogeneous data & applications
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Next Steps
o Public Announcement
o March 1, 2007
o Communicate with all Stakeholders
o Press & Analyst Briefings: Week of March 5, 2007
o Customer Briefings: Week of March 5, 2007
o Complete Transaction
o Obtain required approvals and satisfy conditions to closing
o Expect to close in April 2007
o More information can be found at:
o www.Oracle.com/Hyperion or www.Hyperion.com
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ORACEL IS THE INFORMATION COMPANY
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