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Redwood Shores, Calif.—May 15, 2007
Oracle announced today that it has agreed to acquire Agile Software Corporation (Nasdaq: AGIL), a leading provider of product lifecycle management (PLM) software solutions, through a cash merger for $8.10 per share, or approximately $495 million.
Agile's PLM solutions help engineers, manufacturing and supply chain professionals and business executives drive the product innovation and introduction process, share product specifications and configurations and collaborate effectively across the supply chain in a variety of industries, including high-tech, life sciences, industrial manufacturing and consumer packaged goods. Agile's solutions help customers make better product portfolio decisions, accelerate new product introduction, improve manufacturing quality and manage regulatory compliance. Customers of Agile include Acer, Flextronics International, GE Medical Systems, Harris, Heinz, Johnson & Johnson, Lockheed Martin, McDonald's, Micron, QUALCOMM, Shell and ZF.
PLM is evolving into an enterprise-wide discipline that spans multiple product design systems and interacts with a wide-range of enterprise applications to manage the complete product lifecycle from concept and design, to production, sales and service. The combination of Agile and Oracle will create an integrated, enterprise-wide PLM solution. Additionally, Oracle's commitment to open-standards based integration will enable users of other enterprise applications to utilize Agile's best-in-class capabilities.
"Profitable product innovation is critical to product-based industries, making PLM one of the fastest growing application segments," said Oracle President Charles Phillips. "The addition of Agile, which will serve as the foundation of our PLM offering, will further Oracle's strategy of delivering industry-specific enterprise applications and allows us to offer yet another strategic application to SAP customers."
"With over 1,250 PLM customers and over 10,000 visualization customers globally, Agile has a proven track record of rapid, successful implementations integrated to a wide range of ERP and CAD systems," said Agile CEO Jay Fulcher. "By becoming part of Oracle we can bring Agile's solutions to a wider audience and accelerate the advance of Enterprise PLM."
The merger is subject to stockholder and regulatory approval and other customary closing conditions and is expected to close in mid to late July 2007. More information is available at http://www.oracle.com/agile.
Oracle (NASDAQ: ORCL) is the world's largest enterprise software company. For more information about Oracle, please visit our Web site at http://www.oracle.com.
Oracle is a registered trademark of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners.
This document contains certain forward-looking statements about Oracle and Agile including statements that involve risks and uncertainties concerning Oracle's proposed acquisition of Agile. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, many of which are beyond the control of Oracle and Agile. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions and industry specific conditions. In addition, please refer to the documents that Oracle and Agile, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle and Agile's respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Agile. Oracle and Agile are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.
Agile will file with the SEC a proxy statement and Agile and Oracle will file other relevant materials in connection with the proposed acquisition of Agile by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Aqua Acquisition Corp., a wholly-owned subsidiary of Oracle, and Agile. The materials to be filed by Agile with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of Agile are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.
Oracle and certain of Oracle's executive officers and directors may be deemed to be participants in the solicitation of proxies of Agile stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle's executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available.
Agile will file with the SEC a proxy statement and Agile and Oracle will file other relevant materials in connection with the proposed acquisition of Agile by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Aqua Acquisition Corp., a wholly-owned subsidiary of Oracle, and Agile. The materials to be filed by Agile with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of Agile are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.