FILED BY ORACLE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: SIEBEL SYSTEMS, INC.
COMMISSION FILE NO. 0-20725
[The following was posted to an internal Siebel Systems, Inc. website on December 5, 2005]
“I admire risk takers. I like leaders – people who do things before they become fashionable or popular. I find that kind of integrity inspirational.”
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LAWRENCE J. ELLISON | Chairman & Chief Executive Officer, 2003
Almost thirty years ago, Larry Ellison saw an opportunity other companies missed when he came across a description of a working prototype for a relational database and discovered that no company had committed to commercializing the technology. Ellison and his co-founders, Bob Miner and Ed Oates, realized there was tremendous business potential in the relational database model—but they may not have realized that they would change the face of business computing forever.
Today Oracle (Nasdaq: ORCL) is still at the head of the pack. Oracle technology can be found in nearly every industry around the world and in the offices of 98 of the Fortune 100 companies. Oracle is the first software company to develop and deploy 100 percent internet-enabled enterprise software across its entire product line: database, business applications, and application development and decision support tools. Oracle is the world’s leading supplier of software for information management, and the world’s second largest independent software company.
Oracle has always been an innovative company. It was one of the first companies to make its business applications available through the internet - today, that idea is pervasive. Now Oracle is committed to making sure that all of its software is designed to work together - the suite approach - and other companies, analysts, and the press are beginning to acknowledge that Oracle is right. What’s in store for tomorrow? We will continue to innovate and to lead the industry - while always making sure that we’re focused on solving the problems of the customers who rely on our software.
Innovation Timeline
This timeline highlights thirty years of Oracle innovation.
1st commercial SQL RDMS
1st database with read consistency
1st client-server database
1st to introduce PL/SQL
Moves character mode apps to the client/server model
1st 64-bit RDBMS
1st Web database
1st database with XML support
1st to complete 3 terabyte TPC-H world record
1st to introduce Enterprise Grid Computing with Oracle 10g
Offers a VAX-mode database
Offers a parallel server database
1st company to introduce UNIX-based applications
Offers full apps implementation methodology
1st media server to support video on demand
Open standards-based, Web-enabled architecture
1st to introduce comprehensive CRM Suite
1st internet developer suite
1st database to pass 15 industry standard security evaluations
First to provide a single customer view from multiple data sources
1979 1984 1986 1988 1993 1995 1997 1999 2001 2003
1983 1985 1987 1992 1994 1996 1998 2000 2002 2004
Oracle’s business is information—how to manage it, use it, share it, protect it. Oracle has created the only fully integrated platform for enterprise computing, helping companies collect and use precision business information at the lowest cost. Over three decades, Oracle has refined its technology by combining the ingenuity of the industry’s best software engineers with feedback from Fortune 500 customers—supporting information-driven business around the world.
2004
First to provide a single customer view from multiple data sources with Oracle Customer DataHub
2003
First to introduce Enterprise Grid Computing with Oracle 10g
First database that is available in production for 64-bit Linux with IPF.
2002
First database to pass 15 industry standard security evaluations and first Real Application Clustering
First native XML support in a relational database First fully integrated relational and multidimensional database First database with table compression on Unix, NT and Linux First complete and integrated business intelligence platform
2001
First database to complete the 3 terabyte TPC-H world record
First database to pass over 9 industry standard security evaluations
First database with built-in Web services
First database with integrated data mining
First database with support for real world packaged applications on a cluster
First database with Hash, Range, Composite and List partitioning
First database with dynamic memory management
First database with built-in workflow
First database with complete online maintenance operations
First to support the JOLAP API
2000
First to offer complete and simple software for information management including the Oracle9i Database, Oracle9i Application Server and Oracle9i Developer Suite
Provide a single data model and single global instance
Industry’s first Developer Service Provider (DSP)
Offers a complete applications suite
First to offer developers online services for application development
First to release a production framework for defining Web services
Launches first online developers skills exchange, Oracle Technology Network (OTN) Xchange
Introduces fully integrated application server for internet computing-Oracle Internet Application Server (Oracle9iAS)
Introduces first internet developer suite
First to offer an internet file system built for the internet, Oracle Internet File System
Launches Oracle Mobile, wireless applications service provider
Delivers the industry’s only complete e-business suite, Oracle E-Business Suite 11i
Launches E-Business Network
1999
First to integrate Java and XML into an application development tool
Launches first industry exchange, AutoXchange, with Ford Motor Company Launches complete e-business initiative
Provides applications hosting (Oracle Outsourcing)
Delivers first comprehensive, internet-based CRM suite
Overtakes SAP in US manufacturing
Offers the only internet platform for mobile, embedded, and information appliance computing
First relational database management system (RDBMS) ported to Linux
First database with XML support
First to offer a full-featured internet database
First to introduce capabilities to use XML and SQL in Java servlets
First to introduce the concept of portlets as a way to integrate applications into an e-business portal
1998
Launches Business Online, the first hosting service for enterprise applications designed to be run over the Web
Launches comprehensive, internet-based strategic procurement solution Offers full Web deployment of all applications Integrates front office and enterprise applications Offers an integrated business intelligence system Offers a full-featured flow manufacturing product
Offers a complete financial consolidation engine Offers rapid, one-step planning
Offers self-service applications
Offers the first set of application modeling tools that generate 100 percent of the application
Breaks the 100,000 TPC-C barrier
First database with Java support
1997
Builds Internet-based applications
Moves client/server applications to the Web Supports Very Large Memory Modules on Windows NT Supports clusters on Windows NT First Web database
1996
Breaks the 30,000 TPC-C barrier
Announces an open standards-based, Web-enabled architecture
1995
First 64-bit relational database management system (RDBMS)
Provides Web connectivity kit to the database
1994
Offers the first media server to support video on demand
Supports fingerprint logins
1993
Moves character mode applications to the client/server model
1992
Offers a full applications implementation methodology (AIM)
1991
Offers row-level locking First to introduce PL/SQL
1990
First symmetric multiprocessing database
1988
Offers row-level locking
First to introduce PL/SQL
1987
First symmetric multiprocessing database
Offers first business application - Oracle General Ledger
1986
Supports distributed queries
First client-server database
1985
Offers a parallel server database
1984
Offers the first database with read consistency
1983
Offers a VAX-mode database
Offers a database written entirely in C, for portability
1979
Offers the first commercial SQL relational database management system (RDBMS)
Important Information
This document may be deemed to be solicitation material in respect of the proposed business combination of Oracle and Siebel Systems. In connection with the proposed transaction, a registration statement on Form S-4 was filed by Ozark Holding Inc. with the SEC on October 19, 2005, as amended (Registration No. 333-129139), containing a preliminary proxy statement/prospectus and other documents filed by Oracle and Siebel Systems. STOCKHOLDERS OF SIEBEL SYSTEMS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. ANY OFFER OF SECURITIES WILL ONLY BE MADE PURSUANT TO A DEFINITIVE PROXY STATEMENT/PROSPECTUS. The final proxy statement/prospectus will be mailed to stockholders of Siebel Systems and investors and security holders may obtain the documents free of charge at the SEC’s website, www.sec.gov, from Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065, Attention: Investor Relations, or from Siebel Systems, Inc., 2207 Bridgepointe Parkway, San Mateo, California 94404, Attention: Investor Relations.
Oracle, Siebel Systems and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding Oracle’s directors and executive officers is available in Oracle’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on August 30, 2005, and information regarding Siebel Systems’ directors and executive officers is available in Siebel Systems’ proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 29, 2005. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Siebel Systems. 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 Siebel Systems, 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 Siebel Systems, 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 Siebel Systems 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 Siebel Systems.