Update: Oracle to buy Siebel Systems for $5.85B

The deal is expected to close in early 2006

Oracle Corp. has agreed to acquire business applications software vendor Siebel Systems Inc. in a deal valued at approximately $5.85 billion, or a net value of $3.61 billion taking into account Siebel's cash on hand, the companies announced today.

The deal marks Oracle's latest step in its bid to remake itself as a global business applications powerhouse, following the closure of its $10.3 billion acquisition of PeopleSoft Inc. at the start of the year.

Oracle plans to support the existing suite of Siebel products for "some time to come," said Larry Ellison, Oracle's CEO, during a conference call to discuss the deal. Oracle had been planning to include a CRM suite as part of Fusion, the company's vision for a next-generation suite of products. "Because Siebel is the leader and understands the category, it makes us building the Fusion CRM function easier and less risky," he said.

Siebel's OnDemand offering, a hosted CRM solution, was a key reason behind Oracle's interest in making the acquisition. "We think that's a very important asset and we want to preserve and invest in it," said Ellison. He expects that all features and functions in Siebel software will migrate to the OnDemand offerings.

In contrast to its hostile PeopleSoft takeover, Siebel's management is behind the deal. Chairman Thomas Siebel, along with the rest of the Siebel board, has agreed to vote in favor of the deal, Oracle said in a statement. Siebel's stockholders will hold a special meeting to decide whether to approve the deal. Oracle does not need the approval of its own stockholders to go ahead with the takeover, it said.

"It's just clear as day that this is in the best interest of our partners, customers, shareholders and employees," said Tom Siebel, chairman of Siebel Systems.

Ellison vaguely said that Siebel has agreed to continue to work with Oracle for some number of years. He didn't elaborate on how long or in what capacity.

Oracle executives expect that closing this deal and integrating Siebel into Oracle will be far simpler than the PeopleSoft acquisition. "This is drastically easier than PeopleSoft," Ellison said. That's because Siebel supports the deal and because Oracle now has the experience to digest a major acquisition. Also, PeopleSoft had just bought J.D. Edwards prior to Oracle buying PeopleSoft, adding complexity to that deal, Ellison said.

"Siebel is a much less risky transaction and we're more experienced in doing integration," he said.

Analyst Rebecca Wettemann, vice president of research at Nucleus Research, agreed. "The Oracle/Siebel integration will be much smoother than the Oracle/PeopleSoft integration. They're much more complementary," she said.

Wettemann said the deal will bring Oracle customers better CRM applications, while giving Siebel customers more confidence for the future of that product line.

"Oracle CRM is like a business suit rather than a tuxedo," she said. "The Siebel applications are more advanced and robust and will help Oracle have a more robust and high-end product."

The deal will also benefit Oracle customers who have either partially adopted or not deployed Oracle's existing CRM components, because it brings them more options, she said. "Siebel has been investing a lot over a long time, but particularly in the last couple years," which has made its products excel in the marketplace.

Among the strengths introduced by Siebel are segmented versions of its products aimed at particular vertical industries, including pharmaceutical companies and others, Wettemann said. "That dramatically cuts time to deployment" and adds needed features for specific industries without the hassle of customization, she said.

Oracle executives said the acquisition would create duplicate functions, especially because both companies have CRM research and development teams. Oracle expects to choose the best personnel from the teams but did not comment on how many workers might be laid off as a result of the acquisition.

In January, Oracle announced it would lay off 5,000 people as a result of the PeopleSoft acquisition.

Oracle and Siebel expect the deal to close early next year, subject to regulatory approvals. Oracle was forced to battle the U.S. Department of Justice over its PeopleSoft merger, due to complaints that the deal would be anticompetitive.

Buying Siebel would push Oracle past SAP AG as the world's largest vendor of CRM software, Oracle said, bringing it 4,000 customers and 3.4 million individual CRM software seats.

The deal is likely to put pressure on SAP. "SAP in the short term will be challenged to show why and how it can deliver more value than Oracle and Siebel," Wettemann said.

Oracle hopes the acquisition will strengthen its No. 1 position in the applications business in North America and will move it closer to its goal of being No. 1 globally, said Ellison.

The companies' joint customers have recommended the tie-up, Oracle said. Many Siebel implementations run on Oracle's database software.

"Our customers haven't been shy about their opinions," said Charles Phillips, Oracle's president. He said customers want to form a single strategic relationship for all of their major enterprise applications and they want consistency with pricing terms and upgrade policies. Customers have also said they'd like to be able to access a single consulting organization for consistent information about implementing a full suite of applications. The Siebel acquisition should help Oracle respond to those demands.

Oracle agreed to pay $10.66 per share for the company, more than a 10% premium over Siebel's closing stock price Friday of $9.13 per share. The total value of the proposed deal is $5.85 billion, but Oracle will effectively pay $3.61 billion, given Siebel's cash on hand of $2.24 billion.

After announcing the deal this morning, Oracle set up a special section of its Web site to provide more information about what the acquisition will mean for customers and partners.

Computerworld's Todd R. Weiss contributed to this report.

Copyright © 2005 IDG Communications, Inc.

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