The Department of Justice on Friday said it wants more time to review Oracle Corp.’s proposed acquisition of Sun Microsystems, although Oracle officials insist the extended evaluation won’t delay successful completion of the $7.4 billion deal.
The DOJ had been scheduled to complete its 30-day review of the proposed acquisition on Friday. Instead, the agency will extend its review, according to a statement issued today by Oracle. The company did not indicate how long the lengthened examination would take.
According to Oracle’s statement, the DOJ is looking specifically at issues related to the licensing of Sun’s Java software-related products. Java, a language used by Oracle and a wide range of software vendors, would be a significant factor in the acquisition for Oracle. The deal, announced in April, would also for the first time put Oracle in the server hardware and microprocessor businesses.
Oracle officials today attempted to minimize the importance of the extended DOJ review. In a prepared statement, corporate Counsel Dan Wall said, "We've had a very good dialogue with the Department of Justice, and we were almost able to resolve everything before the Second Request deadline. All that's left is one narrow issue about the way rights to Java are licensed that is never going to get in the way of the deal. I fully expect that the investigation will end soon and not delay the closing of the deal this summer."
Experts, however, said the extended review might suggest the government’s general willingness to take a more critical look at the potential anti-competitive impacts of mergers and acquisitions. “Normally Oracle would get fast-track approval for this type of deal,” said Ray Wang, vice president at Forrester Research. “This reflects that the current administration is looking more closely at mergers and acquisitions and the impact they may have. The DOJ may want to take more time to see if there are more anti-competitive scenarios. Ultimately, however, this seems to be a narrow tech matter.”
News of the extended DOJ review follows lawsuits and an investigation by another federal agency, the Securities and Exchange Commission, that could also affect Oracle’s proposed acquisition of Sun. Sun shareholders have filed three separate class action lawsuits seeking to block the deal, alleging, among other things, breach of fiduciary responsibility by Sun and Oracle officials.
At the same time, the SEC is investigating possible violations of the U.S. Foreign Corrupt Practices Act by Sun. The potential violations of federal FCPA regulations were disclosed in documents Sun filed with the SEC in connection with its recent third-quarter earnings. Sun indicated that it conducted an investigation of the alleged violations using outside legal counsel and that it has taken unspecified “remedial actions.” Still, Sun acknowledged the alleged violations could lead to criminal charges and/or fines and could have a material impact on the company’s business.
For its part, Oracle‘s own SEC filing shows that it had been made aware of the possible FCPA violations prior to signing the definitive agreement to buy Sun on April 20.
Separately today, Oracle introduced a new version of its Oracle Enterprise Manager product, intended, the company said, to help its applications customers improve service levels, enforce compliance, and simplify configuration management.
The new version of Oracle Enterprise Manager includes enhanced discovery and tracking of IT assets and components, helping applications customers quickly remediate configuration issues.
Oracle Enterprise Manager also includes new templates that customers can use to manage complex application configurations that include components developed using Linux, Microsoft SQL Server, and IBM WebSphere tools.
And the new release includes features for the real-time detection of unauthorized application changes, helping customers more easily meet industry and regulatory compliance requirements.