Oracle Announces Final Extension of Tender Offer for NetSuite to Expire on November 4
Redwood Shores, Calif. – Oct 7, 2016 – Oracle Corporation (NYSE: ORCL) announced today that it has extended the expiration of its tender offer for the acquisition of NetSuite Inc. (NYSE: N) to Friday, November 4, 2016. This will be the final extension that Oracle is obligated to make under the merger agreement. 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.
Napa Acquisition Corporation, a subsidiary of OC Acquisition LLC, a subsidiary of Oracle Corporation, has extended its all-cash tender offer for $109.00 per share for all of the issued and outstanding shares of common stock, par value of $0.01 per share (the “Shares”), of NetSuite Inc. to 12:00 Midnight, Eastern time, at the end of Friday, November 4, 2016. Per the terms of the merger agreement, a majority of the unaffiliated Shares, or 20,403,928 out of 40,807,854 total unaffiliated Shares, must be tendered in order for the minimum condition to be satisfied and the tender offer to be completed. In aggregate, there are approximately 81,474,150 Shares issued and outstanding as of October 5, 2016.
American Stock Transfer & Trust Company LLC, the depositary for the tender offer, has indicated that as of 12:00 Midnight, Eastern time, at the end of October 6, 2016, approximately 4,568,498 unaffiliated Shares, or 11.2% of the total unaffiliated Shares, and 45,084,266 total Shares, or 55.3% of the total Shares issued and outstanding, have been tendered into and not properly withdrawn from the tender offer. Both figures include 293,328 Shares tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.