SAN FRANCISCO -- Pouncing on a vulnerable rival, Oracle Corp. has offered $6.7 billion to buy BEA Systems Inc. in its latest bid to trump SAP AG and IBM Corp. in an increasingly intense business software battle.
Oracle unveiled its $17-per-share cash offer Friday, one day after BEA rejected it as inadequate, according to a letter BEA released a few hours after Oracle's revelation catapulted its stock to a new 52-week high.
BEA makes "middleware," products that help software applications run more smoothly on top of databases, while Oracle makes business management and database software.
Oracle's bid represented a 25 percent premium over BEA's closing stock price Thursday.
"It is apparent to our board . . . that BEA is worth substantially more to Oracle, to others and, importantly, to our shareholders than the price indicated," William Klein, BEA's vice president of business planning and development, wrote in the rejection letter.
In a response to BEA's board, Oracle President Charles Phillips said he had contacted Klein to set up negotiations in hopes of sealing a deal by Monday. But BEA canceled a meeting scheduled for Friday morning, Phillips said, and then Klein told him BEA had little interest in pursuing discussions.
"We are available to proceed immediately with a process that would lead to a friendly transaction," Phillips wrote. He reaffirmed the $17-per-share offer, "provided that the BEA board and management team do not institute any measures which reduce the value of the company."
Industry analysts believe BEA might be able to escape Oracle's clutches by finding a white knight.
Activist investor Carl Icahn, who is using his 13.2 percent stake in BEA to push for a sale, sent a letter Friday to BEA Chairman Alfred Chuang supporting the board's decision to spurn Oracle's offer.
Icahn urged BEA either to put itself on the auction block or to negotiate an alternative deal at a "compelling" price.
SAP, IBM and Hewlett-Packard Co. are considered the most probable candidates to vie for BEA.
"There should be competition for this one," predicted Forrester Research analyst Ray Wang. "IBM and HP need BEA a whole lot more than Oracle does."
SAP, IBM and HP all declined to comment on the speculation.
BEA shares soared above Oracle's bid Friday, reflecting investors' expectations that other suitors will emerge or that Oracle will sweeten the pot. The stock rose $5.20, or 38 percent, to finish Friday at $18.82 after reaching a 52-week high of $18.94 earlier in the day.
BEA's cold shoulder seems unlikely to deter Oracle, whose opportunistic and acquisitive chief executive, Larry Ellison, has shown he doesn't back off easily once he is on the takeover prowl.
In 2003, Oracle launched a hostile bid for PeopleSoft Inc. and then spent the next 18 months overcoming its rival's staunch resistance before completing the $11.1 billion acquisition at $10.50 per share, 66 percent above Oracle's original offer.
That deal began a shopping spree at Oracle designed to create a one-stop shop for business applications software and better position the company to surpass Germany-based SAP in the sales of software that automates a wide range of administrative tasks for businesses. Oracle has spent $25 billion on 30 acquisitions in the past three years.
In a Friday research note, Goldman Sachs analysts Sarah Friar and Derek Bingham said they believed Oracle can afford to pay more than $20 per share, or about $8 billion, for BEA and still make money off the deal.
Friedman, Billings, Ramsey & Co. analyst David Hilal predicted Oracle will up the stakes, writing in a Friday research note that it's unlikely the $17-per-share bid represents the company's "best and final" offer.
Redwood Shores-based Oracle has been stalking San Jose-based BEA for years, only to be rebuffed in its overtures. Now that Icahn is involved, Oracle "smells blood in the water," said Bill Swanton, vice president of research for AMR Research.
Icahn, a billionaire with a history of forcing poorly performing companies to sell or reorganize, disclosed his BEA stake a month ago.
Founded in 1995, BEA is considered a valuable asset largely because it has about 15,000 customers who generate more than $600 million in annual revenue for software maintenance and upgrades.
BEA hasn't been seeking a sale but appears to be backed into a corner.
Besides facing pressure from the tenacious Icahn to sell, it has been dealing with an accounting mess tied to its mishandling of stock option grants. The problems have prevented BEA from meeting regulatory deadlines to file quarterly and annual financial reports and created uncertainty that contributed to a sharp decline in its stock price.
In the backdrop to Oracle's bid for BEA, Oracle and SAP at are loggerheads as they tussle for market share.
After deriding Oracle's acquisition strategy as misguided, SAP entered the takeover fray early this week to pay $7 billion for Business Objects SA, a maker of software that helps companies analyze their internal data. That deal countered Oracle's $3.3 billion purchase of Hyperion Solutions earlier this year.
Cowen and Co.'s Peter Goldmacher is among the analysts who believe SAP won't let Oracle devour BEA without a fight.
"We believe that if SAP lets (BEA) get away, its weakening position in the software pantheon will accelerate as it is increasingly relegated to niche vendor status," Goldmacher wrote in a Friday note.
IBM and HP could have other reasons for pursuing BEA.
Armonk, N.Y.-based IBM already is a major player in the middleware market and may view a BEA acquisition as a way to prevent Oracle from threatening its position, analysts said. IBM and Oracle already are fierce rivals in database software -- a market where Oracle has been the longtime leader.
HP is believed to be interested in expanding into middleware market by either buying BEA or Tibco Software Inc. The Palo Alto-based company has already proven it's willing to tackle acquisitions involving stock option problems, having bought Mercury Interactive Corp. last year for $4.9 billion.Although SAP has maintained its lead in business applications software, Oracle's expansion has been paying off handsomely for its shareholders. The company earned a record $4.3 billion in its last fiscal year and its stock price has climbed by more than 60 percent since 2004, creating $43 billion in shareholder wealth.
Oracle shares fell 2 cents to finish Friday at $22.44 in Friday afternoon trading.
UPDATED: Please read and follow our commenting policy: