Oracle Corp. is extending the deadline to complete its $9.3
billion deal to buy NetSuite Inc. by one more month, after having received only
about a quarter of the shares necessary from the cloud-computing pioneer’s
stockholders. Concerns by NetSuite’s largest institutional shareholder, T. Rowe
Price Group Inc., that Oracle’s offer of $109 a share undervalued the company,
are apparently derailing the deal. A spokesman for T. Rowe declined to comment.
“In the event that a majority of NetSuite’s unaffiliated
shareholders do not tender sufficient shares to reach the minimum tender
condition, Oracle will respect the will of NetSuite’s unaffiliated shareholders
and terminate its proposed acquisition,” the company said in a news release. Oracle
needs 20.4 million shares to be tendered to close the deal. As of Thursday,
only 4.6 million shares had been tendered. NetSuite shares fell 3.4% to $105.61
in midday trading in New York, while Oracle shares slipped 0.2% to $38.66.
Oracle—which wants to buy NetSuite to extend its
cloud-software offerings, a market segment where Oracle widely has been
perceived as a laggard and is racing to add new services—said the Nov. 4
deadline would be the final extension.
In July, Oracle jumped back into the purchasing pool with
its largest cloud-focused acquisition attempt yet, an offer for NetSuite Inc.,
a company that counts Oracle cofounder and Chairman Larry Ellison as its
largest investor. That deal could be in doubt, however: NetSuite’s largest
investor besides Ellison, T. Rowe Price Associates Inc., told the company
earlier this month that it expected to vote against the merger, a huge blow
considering Ellison and other Oracle and NetSuite executives will not be allowed
to vote on the deal.
At same period, this was the statement from Oracle: “Oracle
and NetSuite cloud applications are complementary, and will coexist in the
marketplace forever,” said Mark Hurd, Chief Executive Officer, Oracle. “We
intend to invest heavily in both products—engineering and distribution.”
“We expect this acquisition to be immediately accretive to
Oracle’s earnings on a non-GAAP basis in the first full fiscal year after
closing,” said Safra Catz, Chief Executive Officer, Oracle. “NetSuite has been
working for 18 years to develop a single system for running a business in the
cloud,” said Evan Goldberg, Founder, Chief Technology Officer and Chairman,
NetSuite. “This combination is a winner for NetSuite’s customers, employees and
partners.”
“NetSuite will benefit from Oracle’s global scale and reach
to accelerate the availability of our cloud solutions in more industries and
more countries,” said Zach Nelson, Chief Executive Officer, NetSuite. “We are
excited to join Oracle and accelerate our pace of innovation.”
The evaluation and negotiation of the transaction was led by
a Special Committee of Oracle’s Board of Directors consisting solely of
independent directors. The Special Committee unanimously approved the
transaction on behalf of Oracle and its Board of Directors.
NetSuite is the sixth acquisition Oracle has announced in
2016. Prior to NetSuite, Oracle announced the acquisition of Opower, Crosswise,
Textura, Ravello Systems, and AddThis. Crosswise and AddThis were acquired to
augment the company’s position in the data cloud and marketing cloud spaces.
Its obvious Oracle aims to strengthen its position in cloud
with NetSuite acquisition. According to Synergy Research’s recent estimates,
cloud infrastructure service revenues in 1Q16 have surpassed the $7 billion
landmark. Amazon continued to rule the cloud space with a 31% market share,
followed by Microsoft, IBM, and Google, which collectively accounted for 22% of
the cloud space.
Apart from these four players who collectively rule more
than half of the cloud space, the next 20 players, which include Rackspace,
Oracle, Salesforce, and VMware, grew 41% on average on a yearly basis. These 20
players collectively held 27% of the cloud space. “On the surface, the growth
posted by the 20 players looks promising. However, when we compare their growth
figures with the growth in the overall cloud space, it doesn’t appear to be
satisfactory. Synergy Research estimates show that the cloud space is growing
at a rate of more than 50% while these 20 players, including Oracle, reported
average yearly growth of 41%, indicating that they are losing market share”.
This explains the rationale behind Oracle’s pursuit of
NetSuite.
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