HP to buy Mercury Interactive for $4.5B 

Symantec hit with $900mm IRS notice of deficiency

Oracle to buy Portal Software for $220mm

IBM closes acquisition of Micromuse

Adobe closes acquisition of Macromedia

Autonomy closes acquisition of Verity

EMC closes acquisition of Captiva Software 

Oracle buys Siebel Systems for $5.85 billion

Concerto Software buys Aspect Communications

Adobe sued over Macromedia restatement

Siebel Systems CEO answers dissident shareholders

Adobe gives DoJ more time to review Macromedia buy

Symantec/Veritas Form S-4 declared effective

Scansoft to buy Nuance Communications

Siebel Systems acknowledges M&A discussions

IBM closes Ascential acquisition

Oracle acquires Retek; Tops bid from SAP

HP buys business optimization software company

• For $52 per share, $4.5B total
• Mercury has been caught up in option backdating scandal

• Stock option backdating

Advisors

• HP: Wilson Sonsini
• Mercury: Goldman / Morrison & Foerster

Announced 7.25.06

• Press release
• Form 8-K
• Slide presentation

Agreements

• Merger agreement
• Lock-up tender and voting agreement

Oracle buys billing solutions company for $220mm

• $4.90 per PK share

Advisors

Announced 4.12.06

Schedule TO filings

Schedule 14D-9 fiings

Agreements

Employment agreements

IBM to buy network management software for $865mm

• $10 per MUSE share
• MUSE helps manage real-trim data, voice and video

Advisors

Announced 12.21.05

Closed 2.15.06

Proxy solicitation

Agreements

UK software company buys business search and process management software company for $500 mm

Advisors

Announced 11.04.05

Closed 12.29.05

Proxy solicitation

Agreements

Interim communications

Leading storage company acquires
input management software company

• For $22.25 per share
• $275 million total, net of Captiva's cash

Advisors

Announced 10.20.05

Proxy solicitation

Agreements

Will make Oracle #1 in CRM

• Buying SEBL for $10.66 per share

• $5.85 billion total; $3.81 billion net of Siebel cash
• Up to 30% stock, subject to proration
• Floating exchange rate for stock portion, subject to collar
• Transaction overview

• Cash election merger uses double dummy structure

• Allows use of a smaller amount of stock 30%

• By avoiding COI requirement  applicable to IRC § 368 reorganizations but not to IRC § 351-reliant transactions
• Smaller amount of stock optimizes Oracle's pro forma EPS

• ORCL stock chart

Advisors

Announced 9.12.05

Closed 1.31.06

Proxy solicitation

Agreements

Interim communications

$11.60 per Aspect share, $1.0 billion total

• 15% premium to recent trading prices
• Creates company focused on contact center software
• Background Through 8.19.05
• Will be renamed Aspect Software

Advisors

Announced 7.05.05

Proxy solicitation

Agreements

Shareholder litigation

Combines enterprise speech solutions companies

• Software to automate customer call-ins
• Cash portion of deal funded by Warburg Pincus
• Background
• Receives DoJ second request letter
• HSR Act waiting period terminates 9.08.05

Deal terms

Advisors

Announced 5.09.05

Agreements

Proposed Warburg Pincus investment

2004 Warburg Pincus investment

Proxy solicitation

SEC_CODE_REF_0090001192884

Shareholder litigation

Interim Communications

$3.4 billion, all stock

• Adobe sued by shareholders over failure to act on Macromedia restatement
• Macromedia restates financials for 1999-2005

• Over employee sabbatical leave program
• Form 10-K/A 6.10.05  scroll to Explanatory Note
• MD&A discussion

• Adobe-Macromedia get DoJ second request letter 7.11.05
• Stockholders approve 8.24.05
• Clears DoJ review 10.13.05
• Dedicated Adobe website

Deal terms

Advisors

Announced 4.18.05

Closed 12.05.05 

Proxy solicitation

Agreements

Interim Communications

IBM acquires data integration software company

• Strengthens IBM's information integration business
• Adds to IBM's DB2 and WebSphere products
• $1.1 billion, all cash
• Background

Deal terms

Advisors

Announced 3.14.05

Closed 4.29.05

Agreements

Proxy Solicitation

Shareholder Litigation Settled

Storage company acquires security software company

• Better deliver combined security and availability solutions
• For customers, should reduce the complexity and cost of managing their IT infrastructure
• $13.5 billion, all stock
• Background
• Proxy advisory firms split: Glass Lewis / ISS

• IRS issues a post-closing notice of deficiency

• Over transfer pricing practices at VERITAS in 2000-2001

• Claims a deficiency of $900mm
• Symantec Form 8-K
• See Transfer Pricing

Deal terms

Advisors

Announced 12.16.04

Closed 7.02.05

Agreements

Proxy solicitation

Interim Communications