McNealy Meets Ellison on Feb. 23

By Chris Preimesberger  |  Posted 2009-05-12 Print this article Print

Feb. 23: Sun Chairman Scott McNealy meets with Larry Ellison, CEO of Oracle, concerning a possible strategic transaction.

Feb. 22 to Feb. 26: The Sun board holds three special meetings to discuss with management and advisers the revised IBM proposal and the status of discussions with Hewlett-Packard and Oracle. Sun management and advisers ask Hewlett-Packard to make a proposal for a transaction, but Hewlett-Packard does not do so. McNealy holds further discussions with Ellison.

Feb. 26 to April 4: Sun and advisers hold lengthy negotiations with IBM and its legal counsel, including negotiation of a draft definitive agreement for the transaction proposed by IBM. Sun's engagement with IBM focuses on the need to address issues of transaction certainty.

"In particular, we focused on optimizing the likelihood that a transaction with Party A [IBM] would receive approval from antitrust authorities, mitigating risks to our business if a transaction with Party A did not get antitrust approval and requiring Party A to close the transaction, if approved by antitrust authorities," the document reads.

During this time period, Sun's board meets six times "to discuss with management and advisers the status of negotiations with Party A, communications from Oracle, Party B and others seeking to discuss a potential transaction during this period and terminating the exclusivity arrangement with Party A, but the board and committee determined to continue negotiations with Party A and not to terminate the exclusivity arrangement," according to the document.

March 12: Oracle sends a letter to the Sun board proposing the acquisition of Sun's software assets, a minority equity investment by Oracle in common stock and entering into certain strategic relationships.

March 16: The Sun board meets with management and advisers to discuss Oracle's proposal and the board's fiduciary obligations. The board decides to continue negotiations with IBM and not to terminate the exclusivity arrangement with IBM to respond to Oracle's proposal.

March 18: The media reports that Sun is in discussions concerning a potential acquisition of the company. eWEEK discusses IBM as the likely buyer.

March 29: IBM communicates that it is reducing its offer for common stock from $10 per share to $9.40 per share and proposes other terms and conditions under which it would be prepared to move forward with the proposed transaction.

Chris Preimesberger Chris Preimesberger was named Editor-in-Chief of Features & Analysis at eWEEK in November 2011. Previously he served eWEEK as Senior Writer, covering a range of IT sectors that include data center systems, cloud computing, storage, virtualization, green IT, e-discovery and IT governance. His blog, Storage Station, is considered a go-to information source. Chris won a national Folio Award for magazine writing in November 2011 for a cover story on and CEO-founder Marc Benioff, and he has served as a judge for the SIIA Codie Awards since 2005. In previous IT journalism, Chris was a founding editor of both IT Manager's Journal and and was managing editor of Software Development magazine. His diverse resume also includes: sportswriter for the Los Angeles Daily News, covering NCAA and NBA basketball, television critic for the Palo Alto Times Tribune, and Sports Information Director at Stanford University. He has served as a correspondent for The Associated Press, covering Stanford and NCAA tournament basketball, since 1983. He has covered a number of major events, including the 1984 Democratic National Convention, a Presidential press conference at the White House in 1993, the Emmy Awards (three times), two Rose Bowls, the Fiesta Bowl, several NCAA men's and women's basketball tournaments, a Formula One Grand Prix auto race, a heavyweight boxing championship bout (Ali vs. Spinks, 1978), and the 1985 Super Bowl. A 1975 graduate of Pepperdine University in Malibu, Calif., Chris has won more than a dozen regional and national awards for his work. He and his wife, Rebecca, have four children and reside in Redwood City, Calif.Follow on Twitter: editingwhiz

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