UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Securities Exchange Act of 1934
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ORACLE CORPORATION
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Filed by Oracle Corporation
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Phase Forward Incorporated
Commission File No.: 000-50839
Oracle Buys Phase Forward
Expands Oracle’s Solutions for the Life Sciences and Healthcare Industries
Redwood Shores, Calif. – April 16, 2010
Oracle announced today that it has agreed to acquire Phase Forward (NASDAQ: PFWD), a leading provider of applications for life sciences companies and healthcare providers, through a cash merger for $17.00 per share, or approximately $685 million.
Phase Forward’s SaaS-based Integrated Clinical Research Suite manages clinical development and safety processes from Phase 1 clinical trials through regulatory submission and post-approval monitoring. Adding complementary assets to Oracle Health Sciences, the combination is expected to enable researchers, clinical development professionals, physicians, regulators and patients to more effectively and securely capture, contribute, access and share data. The acquisition of Phase Forward is consistent with Oracle’s strategy to provide mission-critical applications for key industries.
Phase Forward management and employees are expected to join Oracle as part of the Oracle Health Sciences Global Business Unit. The transaction is subject to stockholder and regulatory approval and other customary closing conditions and is expected to close in mid 2010.
“The life sciences and healthcare industries are converging as they seek to control costs while accelerating patient-centered innovation,” said Neil de Crescenzo, Senior Vice President and General Manager, Oracle Health Sciences. “Phase Forward brings outstanding products and employees with significant expertise to Oracle that will help enable the delivery of personalized medicine and value-based healthcare.”
“Deployed in over 10,000 clinical trials, Phase Forward’s software has been used successfully by hundreds of customers to accelerate innovation in drug development and patient care delivery,” said Bob Weiler, Chairman, President and CEO, Phase Forward. “We look forward to combining our complementary wealth of experience with Oracle Health Sciences.”
About Oracle
Oracle is the world’s most complete, open, and integrated business software and hardware systems company. For more information about Oracle, please visit our Web site at http://www.oracle.com.
Trademarks
Oracle and Java are registered trademarks of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements about Oracle and Phase Forward, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Phase Forward, anticipated product information, estimates of future results of operations and general business outlook. When used in this press release, the words “anticipates”, “estimates”, “may”, “can”, “will”, “believes”, “expects”, “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Phase Forward, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Phase Forward may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Phase Forward.
In addition, please refer to the documents that Oracle and Phase Forward, respectively, file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and Phase Forward’s respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this report. Neither Oracle nor Phase Forward is under any duty to update any of the information in this release.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Phase Forward will file a proxy statement with the SEC. Additionally, Phase Forward and Oracle will file other relevant materials in connection with the proposed acquisition of Phase Forward by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Pine Forward Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Phase Forward. The materials to be filed by Phase Forward with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Phase Forward are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
Oracle, Phase Forward and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Phase Forward stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Phase Forward’s participants in the solicitation, which may, in some cases, be different than those of Phase Forward’s stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.
Contact Info
Karen Tillman
Oracle
+1.650.607.0326
karen.tillman@oracle.com
Filed by Oracle Corporation
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Phase Forward Incorporated
Commission File No.: 000-50839
ORACLE
PHASE FORWARD
Overview and Frequently Asked Questions
Overview
Oracle Buys Phase Forward
Expands Oracle’s solutions for the life sciences and healthcare industries
On April 16, 2010, Oracle announced that it has agreed to acquire Phase Forward, a leading provider of applications for life sciences companies and healthcare providers. The proposed transaction is subject to Phase Forward stockholder approval, regulatory approval and other customary closing conditions. Until the transaction closes, each company will continue to operate independently, and it is business as usual.
The life sciences and healthcare industries continue to focus on improving patients’ health and medical outcomes while addressing the cost of healthcare. With the addition of Phase Forward, Oracle expects to help health sciences customers better capture, access, manage and share clinical research and development and medical data. Customers are expected to gain greater insight into patient outcomes during drug development and during the provision of healthcare services. The complementary combination of Phase Forward and Oracle products is expected to accelerate the delivery of innovative therapies to patients and help control healthcare costs.
Phase Forward management and employees are expected to join Oracle as a part of the Oracle Health Sciences global business unit, ensuring the continuity of products and services delivery for Phase Forward customers, and bringing significant domain expertise to Oracle. Oracle’s ability to deliver Health Sciences SaaS-based offerings will accelerate as a result of the addition of Phase Forward’s capabilities.
Expected benefits for Health Sciences customers after the close of the transaction include the following:
Provides greater transparency into patient outcomes for value-based healthcare
Speeds time to market for drugs and therapies
Improves data management, aggregation and analysis
Provides greater choice with on-premise or SaaS-based offerings
PRODUCT OVERVIEW AND STRATEGY
What is the rationale for this acquisition?
The Health Sciences industry must become more efficient while accelerating patient-centered innovation. Due to economic and legislative pressures, health sciences organizations are seeking ways to contain costs, while increased regulatory scrutiny is requiring greater investment in safety monitoring during and after market approval. Optimized patient care is being impeded by paper-based or unstructured data capture. In addition, health sciences organizations are faced with a growing number of viable therapies and devices that need to be brought to market quickly while ensuring a more targeted application.
A modern, standards-based IT infrastructure will help life sciences and healthcare customers address the quality, cost and data access issues needed to speed safe therapies to patients. Merging clinical data with care delivery information is expected to better support personalized medicine, enable patient-centered innovation and better engage patients in their own care. In addition, the efficient
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2 use and reuse of clinical development and healthcare delivery data is expected to promote value-based healthcare ensuring the best care for the patient.
How does Phase Forward fit into Oracle’s Health Sciences strategy?
Oracle Health Sciences provides clinical study design, clinical trial and healthcare data management, clinical and healthcare analytics and healthcare interoperability solutions. Phase Forward’s life sciences and healthcare software streamlines the collection, management and analysis of medical data and safety information. Phase Forward’s offerings, combined with Oracle’s Health Sciences applications, are expected to allow researchers, developers, physicians, regulators and patients to more efficiently and securely contribute, capture, access and share data from drug development through patient care. Pharmaceutical and biotech companies, medical device firms, contract research organizations, regulators and healthcare providers can use this infrastructure to help improve patient care and to deliver safe therapies more quickly and efficiently to market.
CUSTOMERS AND PARTNERS
How is the transaction between Oracle and Phase Forward expected to benefit Phase Forward customers?
Phase Forward customers are expected to benefit from Oracle’s health sciences industry solutions that support processes that span life sciences and healthcare. The combination of Phase Forward and Oracle technology is expected to result in a more comprehensive offering and better integration of clinical development with research discovery, clinical management, manufacturing, financials and sales and marketing applications. Customers also benefit from an increase in investment in research and development and better access and reach through Oracle’s global support and services organizations.
How is the transaction expected to benefit partners?
Assuming the transaction closes, Phase Forward solutions are expected to become the foundation for Oracle’s Health Sciences SaaS-based solutions. This will give partners the opportunity to broaden their offerings to life sciences and healthcare customers. Oracle partners are expected to benefit from improved access, support and training for Phase Forward products and solutions.
Phase Forward partners are expected to benefit from Oracle’s increased support of Phase Forward partners and increased investment in the combined solutions. Both companies’ partners are expected to benefit from the complementary solutions that provide an opportunity to increase business value and drive down the total cost of ownership through a modern integrated, standards-based solution that supports the convergence of life sciences and healthcare.
BUSINESS CONTINUITY
Can I still purchase Phase Forward products?
Yes. Until the transaction closes, Phase Forward continues to operate as a separate business. Please contact your existing Phase Forward sales representative to assist you, or visit www.phaseforward.com for contact information.
How is this expected to impact Phase Forward’s product roadmap?
Oracle plans to support customers’ investments in Phase Forward products, which will become a component of Oracle’s Health Sciences industry applications portfolio. Research and development investments in Phase Forward solutions are expected to increase after the closing as it will then be able to leverage Oracle’s $2.8 billion R&D budget.
Should Phase Forward customers continue to call Phase Forward customer support?
Yes. Until the transaction closes, Phase Forward continues to operate as a separate business. Phase Forward customers should continue to use existing Phase Forward contacts for support, professional services and sales to address immediate and ongoing needs. We will communicate all changes and transitions well in advance through these familiar channels.
Should Phase Forward customers continue to contact their Phase Forward sales representative?
Yes. Until the transaction is complete, Phase Forward continues to operate as a separate business and, until further advised, customers should continue to rely on existing relationships.
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How is this acquisition expected to impact any existing project, deployment, or services engagements?
It is not expected that this transaction will impact any existing project, deployment or services engagements.
Will training on Phase Forward products continue?
Yes. Until the transaction is complete, Phase Forward continues to operate as a separate business. After the closing, we plan to combine Phase Forward’s 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.
How does Oracle plan to maintain Phase Forward’s industry and domain expertise?
Phase Forward management and employees are expected to join the Oracle Health Sciences global business unit. The acquisition of Phase Forward demonstrates Oracle’s commitment to providing complete, open and integrated systems. Phase Forward employees will bring industry, product and services knowledge and expertise and are integral in the execution of our plans to grow Oracle’s Health Sciences business.
How will Oracle provide for a smooth integration of the two companies?
Oracle is experienced with integrating companies quickly and efficiently. Oracle is focused on customer and partner satisfaction and plans to provide a smooth transition without customer and partner disruption. After the transaction closes, Oracle will provide dedicated personnel from key functional areas for the Phase Forward integration and utilize proven templates and processes for repeatable success in integration. We will communicate regularly throughout this process to keep our customers, partners and employees well informed.
When is the acquisition expected to close?
The transaction is subject to Phase Forward stockholder approval, regulatory approval and other customary closing conditions. We expect the transaction to close in mid 2010.
Where can I find out more information about the proposed Oracle and Phase Forward combination?
For more information, please visit oracle.com/phaseforward or phaseforward.com/oracle.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Phase Forward, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Phase Forward, anticipated product strategy and information, expected partner and customer benefits and general business outlook. When used in this press release, the words “anticipates”, “estimates”, “may”, “can”, “will”, “believes”, “expects”, “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Phase Forward, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Phase Forward may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Phase Forward.
In addition, please refer to the documents that Oracle and Phase Forward, respectively, file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and Phase Forward’s respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this report. Neither Oracle nor Phase Forward is under any duty to update any of the information in this release.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Phase Forward will file a proxy statement with the SEC. Additionally, Phase Forward and Oracle will file other relevant materials in connection with the proposed acquisition of Phase Forward by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Phase Forward. The materials to be filed by Phase Forward with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Phase Forward are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
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Oracle, Phase Forward and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Phase Forward stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Phase Forward’s participants in the solicitation, which may, in some cases, be different than those of Phase Forward’s stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.
ORACLE
Copyright © 2010, Oracle and/or its affiliates. All rights reserved. Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners. 1000XXXX
Filed by Oracle Corporation
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Phase Forward Incorporated
Commission File No.: 000-50839
ORACLE PHASE FORWARD
Oracle Buys Phase Forward
Expands Oracle’s solutions for the life sciences and healthcare industries
April 16, 2010
Oracle is currently reviewing the existing Phase Forward product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Phase Forward’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Phase Forward or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making a purchasing decision. It is intended for information purposes only, and may not be incorporated into any contract.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Phase Forward, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Phase Forward, anticipated product information and strategy, benefits of the acquisition to customers and others in the industry and general business outlook. When used in this document, the words “can”, “will”, “expects”, “is expected”” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Phase Forward, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies and benefits of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Phase Forward may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Phase Forward.
In addition, please refer to the documents that Oracle and Phase Forward, respectively, file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and Phase Forward’s respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor Phase Forward is under any duty to update any of the information in this document.
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Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Phase Forward will file a proxy statement with the SEC. Additionally, Phase Forward and Oracle will file other relevant materials in connection with the proposed acquisition of Phase Forward by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Phase Forward. The materials to be filed by Phase Forward with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Phase Forward are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
Oracle, Phase Forward and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Phase Forward stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Phase Forward ’s participants in the solicitation, which may, in some cases, be different than those of Phase Forward ’s stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.
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3
What We Are Announcing
Oracle acquires Phase Forward
Oracle to purchase Phase Forward for $17.00 per share, subject to required approvals
Transaction expected to close mid-2010
Phase Forward is a leading provider of applications for life sciences companies and healthcare providers
Over 335 customers, including top pharmaceutical and biotech companies, medical device firms, academic medical centers, contract research organizations and regulatory agencies
Used in more than 10,000 clinical trials with over 1 million trial study participants
Oracle Health Sciences and Phase Forward products are expected to accelerate the delivery of innovative therapies to patients and help control healthcare costs
Allows researchers, clinical development professionals, physicians, regulators and patients to more cost-effectively and securely contribute, access and share data
Speeds the time to market of new therapies by facilitating adaptive trials
Increases the efficiency of study recruitment, monitoring and analysis
Provides greater insight into patient outcomes and safety during clinical trials and post-market surveillance
Phase Forward management and employees expected to join Oracle as a part of the Oracle Health Sciences Global Business Unit
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4
Strategic Importance to Oracle
The life sciences and healthcare industry must control costs while accelerating patient-centered innovation
Legislative and economic pressures are forcing healthcare providers to lower costs
Pharmaceutical, biotech and medical device manufacturers need to speed a growing number of viable therapies and devices to market
Paper-based or unstructured data capture impedes the reuse of medical data
Regulatory scrutiny is increasing the cost of clinical trials and post-approval monitoring
A standards-based IT infrastructure will help improve access, quality and cost
Connects researchers, regulators, physicians and patients to speed innovation, better engage patients in their own care and support the trend toward personalized healthcare
Merges clinical trial and care delivery data to enable the development of targeted therapies
Streamlines the process of drug discovery through care delivery and management
Together Oracle and Phase Forward will help support innovation, deliver personalized medicine and control costs
Oracle Health Sciences provides clinical study design, clinical trial and healthcare data management, clinical and healthcare analytics and healthcare interoperability solutions
Phase Forward’s SaaS-based software streamlines the collection, management, and analysis of data from clinical development through care delivery
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Life Sciences and Healthcare are Converging to Deliver Personalized, Value-Based Healthcare
Personalized Healthcare
Translational Medicine
Targeted Therapies
“Precision” Healthcare
Patient Care and Disease Mgmt
DNA chemistry and advanced technology
Analytics
“Evidence Based” Healthcare
Increased regulation and efficacy standards
Safety and Pharmacovigilance
Imaging and Genomics
“Managed” Healthcare
Electronic Data Capture
Electronic Medical Records
“Trial & Error” Healthcare
Mass-production and distribution of drugs begins
Paper based records
Paper based system
LIFE SCIENCES
HEALTHCARE
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Combination will Streamline Processes and Provide Greater Insight Across Health Sciences
Insights
Innovation
Value
Removes barriers between functional silos
Lowers the cost of drug development
Supports translational medicine to bring new therapies to patients more quickly
Improves patient safety end-to-end
Delivers targeted therapies and more personalized care
Supports value-based healthcare
R&D Productivity
Translational Medicine
Quality & Safety
Personalized Care
Drug Discovery
Drug Development
Clinical Research
Care Delivery
Care Management
HEALTH SCIENCES
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Phase Forward’s Integrated Clinical Research Suite
Manages clinical development data and safety processes from Phase 1 through regulatory submission and post-approval monitoring
SaaS-based offerings give customers more choices for software deployment
eClinical
Suite Design & Standards
Data Capture & Management
Interactive Response Technology
ePRO & Late Phase
Coding
Phase I Clinic Automation
Clinical Development Center
Clinical Data Repository
Statistical Control Environment
Data
Analysis
Reporting
Lab Information Mgmt Systems (LIMS)
Specimen Mgmt (Bio-Banking)
Safety
Safety Reporting
Clinical Trial Signal Detection
Safety Surveillance
ORACLE
ORACLE CONFIDENTIAL
8
Phase Forward has Demonstrated Success with Customers that Span Health Sciences
Pharmaceutical
Allergan Alliance Pharma AstraZeneca Pharmaceuticals Bayer Healthcare Eli Lilly & Company Forest Laboratories GlaxoSmithKline Inst. de Recherches Internationales Servier Merck & Co Mitsubishi Tonabe Novartis Orexigen Otsuka America Reckitt Benckiser sanofi-aventis Takeda Procter & Gamble
Biotech
Aerovance Alexion Asklep Atherogenics Celgene Genzyme Merck Serono Morphotek Theravance United Therapeutics
CROs
Everest ICON Medpace Novella Onmicare PAREXEL Prologue Quintiles RTI SGS Veristat
Government & Regulatory
U.K. Medicines and Healthcare Prods. Regulatory Agency (MHRA) U.S. Center for Disease Control U.S. Department of Defense (DoD) U.S. Food & Drug Administration (FDA)
Medical Devices
Bausch & Lomb Biotronik Boston Scientific Brainsgate CardioDynamics International Conceptus GE Healthcare Medtronic Philips Oral Healthcare Q-MED AB Stryker Biotech
Medical Centers
Aurum Institute for Health Research Cancer Research UK Children’s Hospital Boston Children’s Hospital of Philadelphia Dana Farber Cancer Institute Duke Clinical Research Institute Guandong University Harvard Clinical Research Institute Massachusetts General Hospital Mayo Clinic College of Medicine National Health & Medical Research Council
Oracle
Source: Customer list from Phase Forward10K CROs = Contract Research Organizations
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Oracle Health Sciences Post-Close Portfolio
Health Sciences
Life Sciences Healthcare
Life Sciences and Healthcare Analytics Safety, Pharmacovigilance & Risk Management Signal Detection
Interactive Response Tech Clinical Trial Mgmt Electronic Data Capture & Patient Reported Outcomes Coding & Thesaurus Mgmt
Healthcare Interoperability Terminology Management HC Master Person Index Specimen Management (Bio-Banking)
Phase 1 Clinic Automation
Lab Info Management Systems (LIMS)
Health Sciences Integration & Data Management
Clinical Dev Center Life Science Data Hub Healthcare Data Mgmt
Promotes innovation through focused Health Sciences investment
Supports Clinical Development through Patient Care
Increases efficiencies and security
Accelerates adoption of standards-based IT
Reduces total cost of ownership
Oracle
10
Combination to Deliver Health Sciences Portfolio with Multiple Deployment Options
Customer Benefits
Supports processes that span life sciences and healthcare
Greater transparency into patient outcomes for value-based healthcare
Speeds time to market for drugs and therapies
Improves data management, aggregation and analysis
Lowers total cost of ownership
Provides greater choice with on-premise or SaaS offerings
Increases domain expertise and investment in health sciences solutions
Pharma/ Patients Biotech
CROs
ORACLE
PHASE Forward
Hospitals
accelerates delivery of innovative therapies to patients and helps control healthcare costs
Flexible, Open and Integrated Integrated Analytics Best Practice Business Logic Health Sciences Data Model
Medical Centers
Bio-banks
Regulators
Clinics
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11
ORACLE
Filed by Oracle Corporation
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Phase Forward Incorporated
Commission File No.: 000-50839
ORACLE®
Neil de Crescenzo
Senior Vice President and General Manager Health Sciences Global Business Unit
What We Are Announcing
• Oracle acquires Phase Forward
• Oracle to purchase Phase Forward for $17.00 per share, subject to required approvals
• Transaction expected to close mid-2010
• Phase Forward is a leading provider of applications for life sciences companies and healthcare providers
• Over 335 customers, including top pharmaceutical and biotech companies, medical device firms, academic medical centers, contract research organizations and regulatory agencies
• Used in more than 10,000 clinical trials with over 1 million trial study participants
• Oracle Health Sciences and Phase Forward products are expected to accelerate the delivery of innovative therapies to patients and help control healthcare costs
• Allows researchers, clinical development professionals, physicians, regulators and patients to more cost-effectively and securely contribute, access and share data
• Speeds the time to market of new therapies by facilitating adaptive trials
• Increases the efficiency of study recruitment, monitoring and analysis
• Provides greater insight into patient outcomes and safety during clinical trials and post-market surveillance
• Phase Forward management and employees expected to join Oracle as a part of the Oracle Health Sciences Global Business Unit
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2
Strategic Importance to Oracle
• The life sciences and healthcare industry must control costs while accelerating patient-centered innovation
• Legislative and economic pressures are forcing healthcare providers to lower costs
• Pharmaceutical, biotech and medical device manufacturers need to speed a growing number of viable therapies and devices to market
• Paper-based or unstructured data capture impedes the reuse of medical data
• Regulatory scrutiny is increasing the cost of clinical trials and post-approval monitoring
• A standards-based IT infrastructure will help improve access, quality and cost
• Connects researchers, regulators, physicians and patients to speed innovation, better engage patients in their own care and support the trend toward personalized healthcare
• Merges clinical trial and care delivery data to enable the development of targeted therapies
• Streamlines the process of drug discovery through care delivery and management
• Together Oracle and Phase Forward help support innovation, deliver personalized medicine and control costs
• Oracle Health Sciences provides clinical study design, clinical trial and healthcare data management, clinical and healthcare analytics and healthcare interoperability solutions
• Phase Forward’s SaaS-based software streamlines the collection, management, and analysis of data from clinical development through care delivery
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3
About Oracle Corporation
Scale and Leadership
•$24.2B in revenue on a trailing twelve-month basis*
•370,000 customers in 145 countries
•30,000 partners
•106,000 employees globally
•Oracle technology can be found in nearly every industry, and in the data centers of 100 of the Fortune Global 100 companies
Innovation and Investment
• Close to $40B on more than 60 strategic acquisitions, since 2005
•#1 in 50 product or industry categories
•Over 10 million developers in Oracle online communities
ORACLE®
* Revenue represents March 1, 2009 – February 28, 2010 4
Complete, Open, Integrated Systems
Applications
Middleware
Database
Operating System
Virtual Machine
Servers
Storage
Customer Benefits:
• Open and standards-based
• Innovation delivered faster
• Better performance, reliability, security
• Shorter deployment times
• Easier to manage and upgrade
• Lower cost of ownership
• Reduced change management risk
• One-stop support
• Reduced down time
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Oracle’s Health Sciences Application Strategy
Complete Open Integrated
Comprehensive Standards-Based Designed to Industry Portfolio Architecture Work Together
More Value More Choice More Flexibility Less Complexity Less Risk Less Cost
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Health Sciences Global Business Unit (GBU)
Dedicated operating business within Oracle – “company within a company”
• Focused on the Health Sciences industry:
• Includes Life Sciences and Healthcare
• Maintains industry focus and domain expertise
• Sustain and increase momentum within the Health Sciences segment
• Lead by Neil de Crescenzo, Senior Vice President & General Manager
• Operates within Oracle…
• Standalone organization; effectively a “company within a company”
• Includes Product Strategy, Development, Sales, Consulting, Support and Marketing
• Accountable for Business Unit P&L
• …while benefiting from Oracle’s scale and resources
• World-class Oracle support
• Global recognition of the Oracle brand
• Oracle operational expertise and back-office infrastructure
• Work together as One Team
• Lead with the Industry solutions to drive overall Oracle Apps and Tech business
• Go to market with high performing sales and services professionals
• Enhance Health Sciences solutions with Oracle technologies and R&D expertise
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Industry Solutions Help Drive Growth
Expanding industry-specific applications
2005 2006 2007 2008 2009 2010
ORACLE®
RETAIL Retek ProfitLogic 360Commerce advanced visual technology
Apr’05 Jul’05 Jan’06 Sep’08
ORACLE®
FINANCIAL SERVICES
ORACLE®
COMMUNICATIONS
ORACLE®
UTILITIES
ORACLE®
INSURANCE
ORACLE®
HEALTH SCIENCES
ORACLE®
PRIMAVERA
i-flex
Nov’05
mantas
Oct’06
PORTAL METASOLV SOFTWARE NETSURE Active Network Optimisation Net4Call Hotsip Sun SOPHOR convergin
Sept’06 Dec’06 Sep’07 May’08(re-org) Apr’09 Oct’09 Feb’10
SPL LODESTAR CORPORATION
Nov’06 Jun’07
AdminServer skywire
Jun’08 Aug’08
FORMED INTERNALLY RELSYS Sun Conformia
Jun’08 Mar’09 Apr’09 Jun’09 (pending)
PRIMAVERA
Oct’08
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Oracle Acquisitions since 2005
Applications ORACLE® COMMUNICATIONS PORTAL converging netsure Active Network Hotship SOPHOI
ORACLE® FINANCIAL SERVICES i-flex mantas
ORACLE® HEALTH SCIENCES (pending) RELSYS Conformia
ORACLE® INSURANCE AdminServer Skywire
ORACLE® RETAIL Retek ProfitLogic 360 Commerce
ORACLE® UTILITES SPL LODESTAR
PeopleSoft® Siebel PRIMAVERA Demantra agile
JDEDWARDS haley GLOBAL KNOWLEDGE SOFTWARE
Work LogicalApps Conformia REVENUE TECHNOLOGIES GLOG
Middleware Middleware Platform and Management Bea java TANGOSOL AmberPoint Pending
Business Intelligence SIEBEL Data Integration GOLDENGATE Sunopsis SYSTEMS
Identity & Access Management THOR oblix BRIDGESTREAM
Performance Management Hyperion Interface Systems HypeRoll
Enterprise Content Management STELLEN context media Captivation
Databases MySQL Sun InnoDB com SLEEPYCAT SOFTWARE TRIPLEHOP TimesTen
Operating Systems & virtual Machine Operating Systems SOLARIS Sun Systems Management Auptyma The Peak of Performance Sun Moniforce Active Reasoning mValent ClearApp Virtual Machines Virtualiron Sun
Servers & Storage Sun Storagetek
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Employee Integration Philosophy
• Recognition
• Combination endorses Phase Forward’s innovation and customer success
• Alignment with Oracle will help ensure ongoing innovation and growth opportunities
• Speed
• Quickly communicating the plan to employees, partners, and customers
• Specialization
• Draw on domain expertise for continued development of combined products, marketing, sales, consulting and support
• A number of acquired companies’ employees are in leadership positions at Oracle
• Steve Au Yeung (SVP – Asia Pacific)………………………………………….bea Think liquid
• Bhaskar Gorti (SVP & GM – Communications Global Business Unit) ……PORTAL
• Rajesh Hukku (SVP & GM – Financial Services Global Business Unit) ….i-flex
• Duncan Angove (SVP & GM – Retail Global Business Unit)……………….Retek
• Mark Sunday (SVP & CIO) ………….…SIEBEL
• John Fowler (EVP – Systems)………………………………………………Sun
• Paco Aubrejuan (GVP – PeopleSoft Enterprise)…………………PeopleSoft.
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What to Expect Going Forward
• Public announcement today
• April 16, 2010
• Communications with all stakeholders
• Ongoing communications with customers, partners, resellers and employees
• Complete transaction
• Companies remain separate and independent until the close of the transaction
• Expected to close in the first half of 2010
• More information can be found at
• oracle.com/phaseforward
• Email questions to: OracleAcquisition@phaseforward.com
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