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BEA Bites Back in Oracle Bid

BEA Systems this morning fired back at would-be buyer Oracle, continuing the two companies' war of words as the clock ticks down on the database giant's acquisition offer.

In the latest exchange, BEA reiterated its stance that Oracle's $17 per-share offer is too low.

"As we have stated repeatedly, your $17 per share proposal is unacceptable to the Board of Directors of BEA Systems," said William Klein, vice president of business planning and development. "As fiduciaries, our Board cannot endorse a proposal that it has concluded significantly undervalues BEA. We therefore assume that your proposal will expire on Oct. 28."

Earlier in the week, the company said it would consider negotiating at $21 per share.

But Oracle President Charles Phillips scoffed at BEA's demands in a letter last night, calling its $21 per share counterproposal "an impossibly high price for Oracle or any other potential acquirer."

Phillips said the company's asking price represents an 80 percent premium to its stock price prior to the boost it received with "the appearance of activist shareholders who are pushing the BEA Board to sell the company" -- a reference to investors like Carl Icahn.

The billionaire investor last month upped his stake significantly in BEA, a move aimed to prompt the company's directors into selling it to prospective buyers like Oracle, long rumored to be interested in acquiring the smaller company.

"The $21 per share price is a multiple of nearly eleven times BEA's last twelve months reported maintenance revenues," Phillips also said in Oracle's letter. "Nobody would seriously consider paying that kind of multiple for a software company with shrinking new license sales."

Oracle, which has previously said its offer would expire on Sunday, also took a shot at BEA's apparent dearth of alternatives.

"No other company has come forward to bid for BEA," Phillips wrote. "Our proposal at $17 per share is the only offer. Apparently no other companies think that BEA is worth $17 per share, let alone $21 per share."

Shares of BEA were trading down more than 5 percent at press time, to $16.64 -- below Oracle's offer price, suggesting a lack of investor confidence that a deal will be reached. Oracle, meanwhile, was trading up 1.5 percent on the news, at $21.32.