Sun investors to vote on Oracle on July 16

Proxy statement points to mid-July for vote on proposed merger with Oracle, and reveals some tidbits on acquisition talks and potential executive severance pay.

Tune in on July 16 to see whether Oracle actually becomes the new parent of Sun Microsystems.

Sun's board of directors has set up a special shareholder meeting for that date to vote on the proposed merger with Oracle, according to a statement Sun released Monday. Sun's board, which has already okayed the merger , is urging stockholders to approve the deal--a majority vote is needed to push it through.

Shareholders can vote on the merger in person, at Sun's Web site, or through a proxy card received by mail. Assuming approval, it expects the merger to be completed over the summer.

The company has sent a proxy statement dated June 8 with full disclosure to all shareholders. Besides providing details on the vote and stockholder meeting, the statement reveals other interesting tidbits.

Severance pay
No details have been revealed about what will become of Sun management, though the proxy statement does discuss potential severance packages for Chairman Scott McNealy, President and CEO Jonathan Schwartz, and other high-ranking execs. If termination were to occur in August, McNealy would receive $9.5 million in total compensation, including severance, health benefits, and equity, while Schwartz would walk away with $12 million.

The courtship of Sun
The proxy statement also reveals blow-by-blow details of the battle to buy Sun, with other suitors besides Oracle in the mix. IBM had been widely rumored as a likely buyer of Sun , but the proxy material doesn't mention any suitors by name.

On November 6, 2008, the CEO of a Sun competitor, known in the statement as "Party A," approached Schwartz about a possible business combination. After initial discussions with Party A, Sun started shopping for other potential buyers, including "Party B." Sun continued its discussion with Party A, entering into a confidentiality agreement and permitting Party A to investigate Sun's finances.

By late December, Sun was serious enough about a potential merger to hire Credit Suisse as its financial adviser to help it consider different offers. On January 28, Party A proposed acquiring Sun for $8.40 to $8.70 a share. In early February, Sun discussed the proposal with its legal and financial advisers.

But by February 12, 2009, Party B was back in the picture as Sun resumed discussions with its other suitor, signing a confidentiality agreement and permitting due diligence for Party B to check into Sun's finances. On February 20, Party A boosted its offer for Sun to $10 a share, predicated on exclusive negotiations between the two companies.

By February 23, Oracle had entered the picture. McNealy spoke with Oracle CEO Larry Ellison about a possible transaction. Between February 22 and 26, Sun's board was busy setting up special meetings to discuss the proposal from Party A and the interest from Party B and from Oracle. Further conversations were held between McNealy and Ellison. But by February 26, Sun had decided to enter into an exclusive agreement with Party A and end discussions with all other companies.

Over the next month, Sun held lengthy meetings with Party A. But negotiations dragged on, and there was talk of ending the exclusivity agreement with Party A and resuming conversations with Party B and with Oracle. On March 12, Oracle sent Sun's board a letter expressing an interest in a limited takeover of certain Sun assets. However, Sun management opted to continue its agreement with Party A.

On March 29, Party A reduced its bid to $9.40 a share. After review, Sun management was worried about Party A's offer for various reasons, especially antitrust issues. Concerned about the price and terms of the agreement, Sun decided on April 4 to reject the offer from Party A.

By April 6, the board was back discussing potential deals with Party B and with Oracle. But on April 8, Party A jumped back into the ring, still interested in Sun. Now the board was at work again to discuss offers from all three companies.

By April 10, Sun and Oracle had entered into a confidentiality agreement, and the two met soon thereafter to hash out a possible transaction. On April 17, Party B opted out of the race. On the same day, Oracle sent Sun a draft merger proposal for $9.50 a share.

After the price per share became a sticking point between Sun and Party A, Sun's management finally approved a merger agreement with Oracle on April 19.

Now it's in the hands of the stockholders.

About the author

Journalist, software trainer, and Web developer Lance Whitney writes columns and reviews for CNET, Computer Shopper, Microsoft TechNet, and other technology sites. His first book, "Windows 8 Five Minutes at a Time," was published by Wiley & Sons in November 2012.

 

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