-----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, L+h8Wm3HqOaAuB1ri7QgsKSmv+/soPyGMc2A+Ts9b0SJKOQumUydmatHsMtER0mD ymDth36W0KDf96dgn3Tk2w== 0000950103-07-000965.txt : 20070419 0000950103-07-000965.hdr.sgml : 20070419 20070419085212 ACCESSION NUMBER: 0000950103-07-000965 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 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: 07774966 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 dp05356_sctota4.htm
 



 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Amendment No. 4
(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: x
 




 
 

 

This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on April 19, 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.

 
Items 8 and 11. Interest in Securities of the Subject Company; Additional Information.
 
Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
 
“The subsequent offering period of the Offer expired at 5:00 p.m., New York City time, on Wednesday, April 18, 2007.  According to Citibank, N.A., the depositary for the Offer, as of 5:00 p.m., New York City time, on Wednesday, April 18, 2007, a total of 55,703,835 Shares were validly tendered in the initial and subsequent offering periods of the Offer, which represent approximately 91.3% of all outstanding Shares.  Payment for Shares tendered during the subsequent offering period shall be made promptly.
 
 
On April 18, 2007, Oracle announced that the closing of the second step merger of the Purchaser with and into Hyperion will occur on April 19, 2007.  In connection with the Merger, each outstanding Share not tendered in the Offer (other than restricted Shares, Shares held by Oracle, Hyperion or any of their respective subsidiaries, or shares held by stockholders who properly perfect appraisal rights under Delaware law) will be converted into the right to receive $52.00 per Share in cash, without interest, less any required withholding taxes.  Hyperion will be the surviving corporation in the merger and will become a wholly-owned subsidiary of Oracle.
 
 
The full text of the press release issued by Oracle and announcing the closing of the acquisition of Hyperion is attached hereto as Exhibit (a)(5)(v) and is incorporated herein by reference.”
 
Item 12. Exhibits.
 
Item 12 is hereby amended and supplemented by adding the following exhibit:
 
“(a)(5)(v) Press release issued by Oracle on April 18, 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:  April 19, 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)(v) Press release issued by Oracle on April 18, 2007.

 
 

 

EX-99.A.5.V 2 dp05356_a5v.htm Unassociated Document

For Immediate Release

Contacts:
Deborah Hellinger
Oracle Public Relations
650.506.5158
deborah.hellinger@oracle.com

Oracle Closes Acquisition of Hyperion

REDWOOD SHORES, Calif., April 18, 2007– Oracle today announced that it has completed its tender offer for Hyperion Solutions Corporation.  The subsequent offering period for the offer expired at 5:00 p.m., New York City time, on April 18, 2007.  Oracle purchased a total of 55,703,835 shares in the offer, representing approximately 91.3% of the shares outstanding.

Oracle also announced that the closing of the second and final step of its acquisition of Hyperion will occur on April 19, 2007.  As a result of the merger, all remaining outstanding Hyperion shares will be cancelled and converted into the right to receive the price paid in the tender offer of $52.00 per share, net to the seller in cash without interest, less any required withholding taxes.  After the completion of the merger, Hyperion will be a wholly-owned subsidiary of Oracle.

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.


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.


 
 

 


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.


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