T Rowe Price cites concerns over conflicts of interest
Oracle’s planned $9.3 billion acquisition of NetSuite has hit a snag after resistance from shareholders.
The deal was originally given a deadline by Oracle of October 6, but has extended the offer deadline to November 4, at which point it will “terminate its proposed acquisition.” Oracle has not increased its offer of $109 per share.
Deal or no deal
“Oracle Corporation announced today that it has extended the expiration of its tender offer for the acquisition of NetSuite Inc. to Friday, November 4, 2016,” the company said in a statement.
“This will be the final extension that Oracle is obligated to make under the merger agreement. In the event that a majority of NetSuite’s unaffiliated shareholders do not tender sufficient shares to reach the minimum tender condition, Oracle will respect the will of NetSuite’s unaffiliated shareholders and terminate its proposed acquisition.”
NetSuite’s largest unaffiliated shareholder, T Rowe Price, has called the deal price too low.
“We view NetSuite as a unique asset,” the investor said. “We do not come across opportunities for compounding growth very often, so we are reluctant to part with a company like NetSuite before we have seen it reach its potential. This is particularly true when we believe the company is poised to see increased returns following a period of investment.”
In a letter to NetSuite’s board, the company said that “inherent conflicts of interest between NetSuite, the Ellison entities and Oracle are daunting and may be impossible to manage.”
Ellison, companies he owns, and his family members own a large stake of the company that was once known as Oracle Small Business Suite.
The investment firm continued: “We do not believe there is high information content in the observation that no other bidders have come forward in the weeks since the offer was announced. We don’t think the board should deem the lack of a competing bid as support for the adequacy of the $109 price.
“From our perspective, there are numerous reasons why potential bidders (and their investment bankers) would choose to pass on this deal because the probable outcome is obvious to anyone who understands Mr. Ellison’s unique relationship with the company, Oracle’s urgent strategic need for this asset, Oracle’s financial position, and the terms of the ‘vote neutralization’ clause.
“Because of these unique dynamics, we reject the notion that silence is a form of de facto price discovery.”
T Rowe Price described a recent meeting with NetSuite CEO Zach Nelson, where they claim that he “described the initial contact with Oracle as a loose, pre-due-diligence, exploratory conversation where a price range of $100-$125 was discussed.”
The company said: “We don’t think it’s a coincidence that the final agreement ended up very close to the midpoint of that range. We are concerned that this initial conversation — which by your account came as a surprise to NetSuite — may have anchored the subsequent discussions.
“This anchoring effect, in combination with the disincentives for other bidders to come forward, may have prevented full price discovery. We were disappointed to see in the tender offer document that NetSuite did not undertake an outbound market check with inquiries to other logical purchasers before agreeing to Oracle’s offer.”