-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6cwBG15Lie9XCKeMwf4jHvE7DdpXBCAKYBrvRgfVU0uDOnFaczxPCt8iAJaQXJ5 JY6U3Bf8Qu56N2nkLuQI9w== 0000950103-07-000788.txt : 20070329 0000950103-07-000788.hdr.sgml : 20070329 20070329113210 ACCESSION NUMBER: 0000950103-07-000788 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 GROUP MEMBERS: HOTROD ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYPERION SOLUTIONS CORP CENTRAL INDEX KEY: 0001001113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770277772 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46201 FILM NUMBER: 07726291 BUSINESS ADDRESS: STREET 1: 5450 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-744-9500 MAIL ADDRESS: STREET 1: 5450 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: ARBOR SOFTWARE CORP DATE OF NAME CHANGE: 19950919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORACLE CORP CENTRAL INDEX KEY: 0001341439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 542185193 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: MAIL STOP 5 OP 7 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6505067000 MAIL ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: MAIL STOP 5 OP 7 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Ozark Holding Inc. DATE OF NAME CHANGE: 20051013 SC TO-T/A 1 dp05188e_sctoa.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Amendment No. 1
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
HYPERION SOLUTIONS CORPORATION
(Name of subject company (Issuer))
 
ORACLE CORPORATION
HOTROD ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
 
 
Common Stock, $0.001 par value per share
 
44914M104
 
 
(Title of classes of securities)
 
(CUSIP number of common stock)
 
 
Daniel Cooperman, Esq.
Senior Vice President, General Counsel & Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Telephone: (650) 506-7000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)
 
Copies to:
William M. Kelly, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
Telephone: (650) 752-2000
 
CALCULATION OF FILING FEE
 
Transaction Valuation(1)
 
Amount of Filing Fee(2)
$3,284,098,267
 
$100,822
 (1)
Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock of Hyperion Solutions Corporation at a purchase price equal to $52.00 per share and 59,178,935 shares issued and outstanding, outstanding options with respect to 6,976,971 shares (with a weighted average exercise price of $26,67) and outstanding restricted share units with respect to 578,211 shares, in each case as of February 27, 2007, as represented by Hyperion Solutions Corporation.
(2)
The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.0000307. 

x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid:
 
$100,822
 
Filing Party:
 
Oracle Corporation, Hotrod Acquisition Corporation
Form of Registration No.:
 
Schedule TO
 
Date Filed:
 
March 9, 2007
o
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
x
third party tender offer subject to Rule 14d-1
 
o
issuer tender offer subject to Rule 13e-4
 
o
going private transaction subject to Rule 13e-3
 
o
amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 




 
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed on March 9, 2007 (the “Schedule TO”) and relates to the offer by Hotrod Acquisition Corporation, a Delaware corporation (the “Purchaser”) a wholly-owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, and the associated preferred stock purchase rights (together, the “Shares”) of Hyperion Solutions Corporation, a Delaware corporation (“Hyperion”), at a purchase price of $52.00 per Share in cash, without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 9, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.
 
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.
 
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“At 11:59 p.m., New York City time, on Tuesday, March 27, 2007, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. Oracle announced the expiration of the waiting period under the HSR Act on March 29, 2007.

The Austrian statutory waiting period under the Austrian Kart G is due to expire on April 10, 2007, subject to the initiation of an in-depth investigation by the Austrian Statutory Parties.

The German statutory waiting period under the German ARC is due to expire on April 12, 2007, subject to the initiation of an in-depth investigation by the German FCO.

As contemplated by the Offer to Purchase, because all of the statutory waiting periods under applicable antitrust laws do not expire prior to the initial expiration date of the Offer, on March 29, 2007 Oracle also announced that Oracle and Purchaser have extended the Expiration Date of the Offer until 5:00 p.m., New York City time, on Friday April 13, 2007. A copy of the press release announcing the expiration of the waiting period under the HSR Act and the extension of the Expiration Date is filed as Exhibit (a)(5)(ii) hereto.

Hyperion has consented to the extension of the Expiration Date as described in the immediately preceding paragraph in accordance with the terms of the Merger Agreement. A copy of Hyperion’s written consent to the extension of the Expiration Date is filed as Exhibit (d)(4) hereto.”
 
Item 12. Exhibits.
 
Item 12 is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(ii)
Press Release issued by Oracle on March 29, 2007.
(d)(4)
Written Consent of Hyperion dated March 28, 2007.”



 
After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2007
 
 
HOTROD ACQUISITION CORPORATION
   
 
By: /s/ Daniel Cooperman
Daniel Cooperman
 
President and Chief Executive Officer
 
 


 
ORACLE CORPORATION
   
 
By: /s/ Daniel Cooperman
Daniel Cooperman
 
Senior Vice President, General Counsel and
Secretary




 



EXHIBIT INDEX
 

(a)(5)(ii)
Press Release issued by Oracle on March 29, 2007.
(d)(4)
Written Consent of Hyperion dated March 28, 2007.


EX-99.(A)(5)(II) 2 dp05188e_ex-99a5ii.htm Unassociated Document
Exhibit (a)(5)(ii)

For Immediate Release

Contacts:
Deborah Hellinger      
Oracle Public Relations     
650.506.5158       
deborah.hellinger@oracle.com
 
Oracle Announces Expiration of HSR Review
Extends Tender Offer for Hyperion to April 13
 
REDWOOD SHORES, Calif., March 29, 2007 - Oracle today announced that the Hart-Scott-Rodino (HSR) review period for its tender offer for Hyperion Solutions Corporation (Nasdaq: HYSL) has expired. Tender conditions that remain outstanding include the expiration of regulatory waiting periods in other jurisdictions, all of which are scheduled to expire by April 12. Oracle’s tender offer, which had been set to expire at 5:00 p.m., New York City time, on Friday April 6, has been extended until 5:00 p.m., New York City time, on Friday April 13, 2007 to conform to the remaining regulatory waiting periods. As of 5:00 p.m., New York City time, on March 28, 2007, approximately 285,000 shares had been tendered in and not withdrawn from the offer.

About Oracle
Oracle (Nasdaq: ORCL) is the world’s largest enterprise software company. For more information about Oracle, 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.

Important Information
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF HYPERION’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION AND HOTROD ACQUISITION CORPORATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2007, AS AMENDED FROM TIME TO TIME. HYPERION STOCKHOLDERS SHOULD READ THESE DOCUMENTS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
 
 
 

 
 
HYPERION STOCKHOLDERS MAY OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE.

Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Hyperion. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, similar expressions and any other statements that are not historical facts, in each case as they relate to Oracle and Hyperion, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of Oracle and Hyperion, including: the impact of general economic conditions in regions in which either such company currently does business, industry conditions, including competition, fluctuations in exchange rates and currency values, capital expenditure requirements, legislative or regulatory requirements, changes in the tax laws, interest rates and access to capital markets. The actual results or performance by Oracle or Hyperion could differ materially from those expressed in, or implied by, these forward-looking statements. 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 Hyperion.

EX-99.(D)(4) 3 dp05188e_ex-99ad4.htm Unassociated Document
Exhibit (d)(4)

 
HYPERION SOLUTIONS CORPORATION
5450 Great America Parkway
Santa Clara, CA 95054

March 28, 2007

Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Attention: Daniel Cooperman

Re: Consent to Extension of Offer

Dear Mr. Cooperman:

Reference is made to the Agreement and Plan of Merger dated as of February 28, 2007 among Oracle Corporation, Hotrod Acquisition Corporation and Hyperion Solutions Corporation (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.

The Company hereby consents to the extension of the Offer by Oracle and Merger Subsidiary on March 29, 2007 such that the scheduled expiration of the Offer, as so extended, will be at 5:00 p.m., New York City time, on April 13, 2007.
  Very truly yours,
     
     
 
HYPERION SOLUTIONS CORPORATION
 
 
 
 
 
 
  By:   /s/ Mark Cochran
 
Name:  Mark Cochran
  Title:   VP & General Counsel 
 
 
cc: Davis Polk & Wardwell
  1600 El Camino Real
Menlo Park, California 94025
Attention: William M. Kelly
Facsimile No.: (650) 752-2112
   

  
 
 
 
-----END PRIVACY-ENHANCED MESSAGE-----