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Oracle
to Acquire MICROS
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Adds Innovative
Hospitality and Retail Technology Vendor
to Expand
Oracle into More Industries
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Columbia,
MD – June 2014 / Newsmaker Alert / MICROS
Systems, Inc. (NASDAQ: MCRS), a provider of information
technology solutions for the hospitality and retail industries, today
announced that it has entered into a definitive agreement to be acquired
by Oracle. Under the terms
of the agreement, MICROS stockholders will receive $68.00 in cash for each
share of common stock they hold. The purchase price represents a fully-diluted
equity value of approximately $5.3 billion, or $4.6 billion net of cash.
Cloud,
mobile, social, big data and the internet of things are impacting every
industry, encouraging companies to modernize in order to compete effectively.
The addition of MICROS extends Oracle’s offerings in industries by combining
MICROS’ industry specific applications with Oracle’s business applications,
technologies and cloud portfolio. Together, Oracle and MICROS will help
hotels, food & beverage facilities, and retailers to accelerate innovation,
transform their businesses, and delight customers with complete, open and
integrated solutions.
The
Board of Directors of MICROS has unanimously approved the transaction.
The transaction is expected to close in the second half of 2014, subject
to MICROS stockholders tendering a majority of MICROS’ outstanding shares
and shares representing vested equity incentive awards in the tender offer,
certain regulatory approvals and other customary closing conditions.
“MICROS
has been focused on helping the world’s leading brands in our target markets
since we were founded in 1977, including running more than 330,000 sites
across 180 countries today,” said Peter Altabef, President and CEO, MICROS.
“In combination with Oracle, we expect to help accelerate our customers’
ability to innovate and differentiate their businesses by utilizing Oracle’s
technologies, cloud solutions, and scale. We are very excited about the
great opportunities this will create for our customers and employees.”
“Oracle
has successfully helped customers across multiple industries, harness the
power of cloud, mobile, social, big data and the internet of things to
transform their businesses,” said Oracle President Mark Hurd. “We anticipate
delivering compelling advantages to companies within the Hospitality and
Retail industries with the acquisition of MICROS.”
“We
are committed to protecting and enhancing customer investments in MICROS
solutions. MICROS’ management and employees will form a dedicated business
within Oracle to maintain their focus on serving customers,” said Bob Weiler,
Executive Vice President, Oracle Global Business Units. “Our industry organizations
maintain deep domain expertise and focused investment, which includes more
than 18,000 Oracle employees and over $500 million in annual R&D spend.
This model has proven highly successful across several industries, and
we look forward to bringing these same benefits to the customers of MICROS.”
“We
expect this transaction to be immediately accretive to Oracle’s earnings
on a non-GAAP basis and to expand over time,” said Oracle President and
CFO Safra Catz.
More
information about this announcement is available at micros.com/oracle.
About
MICROS Systems, Inc.
MICROS
Systems, Inc. provides enterprise-wide applications, services and hardware
for the hospitality and retail industries. Serving an extensive portfolio
of clients worldwide, MICROS solutions are utilized in hotels, casinos,
table and quick service restaurants, retail, leisure and entertainment,
fuel and convenience, cruise, and travel operations in more than 180 countries,
and on all seven continents. MICROS combines its industry knowledge and
expertise to provide cloud-based, mobile and on premise solutions that
allow its clients to streamline operations and successfully engage their
customers.
MICROS
applications include point of sale, property management, central systems,
business intelligence, eCommerce, loyalty, CRM, loss prevention, distributed
order management, labor management, inventory management, and merchandise
planning solutions. MICROS services include hosting and SaaS, platform
implementation and integration, strategic business consulting, interactive
marketing, design services including creative and user experience, and
managed services. MICROS stock is traded through NASDAQ under the symbol
MCRS.
For
more information on MICROS and its advanced information technology solutions
for the hospitality and retail industries, please contact Louise Casamento,
Vice President of Marketing at 443-285-8144 or 866-287-4736. You can also
visit the MICROS website at www.micros.com
or send an email to info@micros.com.
Follow MICROS on Facebook,
LinkedIn,
YouTube,
and the MICROS Blog.
Additional
Information and Where to Find It
This
document does not constitute an offer to buy or a solicitation of an offer
to sell securities. The tender offer for the outstanding shares of common
stock of MICROS (“Offer”) described in this document has not commenced.
At the time the Offer is commenced, Oracle Corporation (“Oracle”), OC Acquisition
LLC and Rocket Acquisition Corporation, an indirect wholly-owned subsidiary
of Oracle (the “Merger Subsidiary”) will file a Tender Offer Statement
on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”),
and MICROS will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC. The Tender Offer Statement (including an offer to purchase,
a related letter of transmittal and other offer documents) and the Solicitation/Recommendation
Statement, as they may be amended from time to time, will contain important
information that should be read carefully before any decision is made with
respect to the Offer. Those materials and all other documents filed by
MICROS, Oracle, OC Acquisition LLC or Merger Subsidiary with the SEC will
be available both at no charge on the SEC’s web site at www.sec.gov
and may be obtained for free by directing requests to investors@micros.com.
Cautionary
Statement Regarding Forward-Looking Statements
This
document contains forward-looking statements that involve risks and uncertainties
concerning the parties’ ability to close the transaction and the expected
closing date of the transaction, and reflect management’s best judgment
based on factors currently known. Our actual results may differ materially
from those discussed here. These risks and uncertainties include, among
others: the timing of the closing of the proposed transaction, the outcome
of regulatory reviews of the proposed transaction, the ability of the parties
to complete the transaction, the ability of the parties to meet the closing
conditions, and other risks detailed from time to time in our SEC filings,
including our most recent annual report on Form 10-K and most recent quarterly
report on Form 10-Q. We disclaim any intention or obligation to publicly
update or revise any forward-looking statements, including any guidance,
whether as a result of events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
###
The
MICROS logo is a registered trademark of MICROS Systems, Inc.
All
other product and brand names are the property of their respective owners.
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Contact:
Louise
J. Casamento
Vice
President of Marketing
Phone:
443-285-8144 |