Oracle Buys Techhouse
Redwood Shores, CA - April 01, 2011
Oracle Corporation (NASDAQ: ORCL) and Techhouse Inc. announced today they have entered into a definitive agreement under which Oracle will acquire Techhouse common stock for $9.23 per share in cash. The transaction is valued at approximately $42, or $37 net of Techhouse's cash and debt. "We expect this acquisition to be accretive to Oracle's earnings by at least 69 cents on a non-GAAP basis in the first full year after closing. We estimate that the acquired good will, community, and general happiness, when properly extracted, will contribute over $1.5 billion to Oracle's non-GAAP operating profit in the first year when , increasing to over $2 billion in the second year. This would make the Techhouse acquisition more profitable in per share contribution in the first year than we had planned for the acquisitions of BEA, PeopleSoft and Siebel combined," said Oracle President Safra Catz.
"We have some amazing things to look forward to," said Techhouse's CEO (Chief Enjoyment Officer) the Overfiend. "Larry and I see eye to eye on just about everything. We think that together we'll make Oracle House a great place. Of course, Larry is a rather understanding guy. He knows how to make a Tentacle Demon feel like a king. By the time my searches when entering and leaving common rooms are done, you'll wish you were groped by the TSA."
"The acquisition of Techhouse transforms the Program House industry, combining Oracle's best-in-class process and our no-nonsense policies," said Oracle CEO Larry Ellison. "Oracle will be the only company that can run a program house - from recruiting to dues collection - where all the pieces fit and work together so administration officials do not have to do it themselves. Our students benefit as their integration costs go down and kitchens stay clean, while mailing lists become more relevant and on topic."
"This is a fantastic day for Techhouse's members, alumni, friends and rivals across the globe, joining forces with the global leader in enterprise software to drive innovation and value across every aspect of the Program House experience," said Joey Brunelle, Techhouse's Primary Stockholder, "I didn't even think the secret tens of thousands of shares of restricted stock I granted myself as treasurer would end up paying off."
"This combination is a natural evolution of our relationship and will be a defining example of what a Program House can really do," said outgoing Techhouse President Michael Kossey while holding a burlap sack with a dollar sign on it. "Between just us, Larry felt he could use a building at a University and didn't feel like donating to get it."
The Board of Trolls of Technology House has unanimously approved the transaction in conjunction with the Shadow Cabinet. Thanks to proper pressure in the Providence City Government the deal has closed and is not subject to certain regulatory approvals and customary closing conditions. Please note that there is no member approval necessary for this merger.
About Techhouse
Technology House, Inc. is a program house at Brown Univeristy. Guided by a singular vision — "Lasers: They make shit more awesome" — drives a rampant and invigorating community centered around interesting uses for technology. Techhouse can be found playing in more than 100 games and larps and on the Web at http://www.techhouse.org.
About Oracle
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.
Trademarks
Oracle is a registered trademark of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners. techhouse.org is a registered trademark of Soren Spies, he's the guy in the whois info, did you know?
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements about Oracle and Techhouse, including statements that involve risks and uncertainties concerning Oracle's proposed acquisition of Techhouse, anticipated product information, estimates of future results of operations and general business outlook. When used in this press release, the words "anticipates", "estimates", "may", "can", "will", "believes", "expects", "projects", "intends", "likely", similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Techhouse, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Techhouse may be adversely affected by other economic, business, and/or competitive factors. 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 Techhouse.
In addition, please refer to the documents that Oracle and Techhouse, respectively, file with the Securities and Exchange Commission (the "SEC") on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle's and Techhouse's respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this report. Neither Oracle nor Techhouse is under any duty to update any of the information in this release. Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Techhouse will file a proxy statement with the SEC. Additionally, Techhouse and Oracle will file other relevant materials in connection with the proposed acquisition of Techhouse by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Soda Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Techhouse. The materials to be filed by Techhouse with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of Techhouse 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 because they will contain important information about the merger and the parties to the merger.
Oracle, Techhouse and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Techhouse 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. Information concerning the interests of Techhouse's participants in the solicitation, which may, in some cases, be different than those of Techhouse's stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.