sc14a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


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BEA Systems, Inc. (Name of Registrant as Specified In Its Charter)




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As I’m sure you’re aware, yesterday we announced that BEA signed a definitive agreement with Oracle under which Oracle will acquire BEA for $8.5 billion. This transaction is the culmination of a thorough and diligent process by the Board. They unanimously believe this is the right opportunity to maximize value for stockholders.

The combination also makes strategic sense. Our two businesses are a natural strategic fit, combining Oracle’s strengths in database and applications with BEA’s market leadership in middleware. Our innovative products, talent, strong R&D capabilities and diverse worldwide customer base will all be key contributors to the success of the combined company.

I know you have questions about what this announcement means for your future. While we may not have all the answers today, it is important to remember that nothing is changing immediately. The transaction is subject to the approval of BEA’s stockholders, regulatory approvals and other customary closing conditions. We expect to receive those approvals and complete the transaction by mid-2008.

Until the completion of the transaction, we will be operating as independent companies. It’s critical for all of us to remain focused on our day-to-day responsibilities so we can continue to deliver the same high quality products and services our customers have come to expect.

Our customers should know Oracle has committed to preserving our customers’ investments in BEA products and said they will support our products in a similar manner to their other recent acquisitions.

We have important business objectives that must be accomplished in the months ahead, and we cannot let ourselves be distracted. We all need to keep our eye on the ball.

Oracle’s attraction to BEA is a testament to the success we’ve all accomplished here together. We all appreciate your hard work.

This document contains certain forward-looking statements about Oracle and BEA including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of BEA. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against BEA and/or Oracle following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain stockholder approval, (4) the inability to obtain necessary regulatory approvals required to complete the merger; (5) the risk that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger or of any combination of BEA and Oracle; (7) the timing of the initiation, progress or cancellation of significant contracts or arrangements, the mix and timing of services sold in a particular period; and (9) the possibility that BEA and Oracle may be adversely affected by other economic, business, and/or competitive factors.

In addition, please refer to the documents that Oracle and BEA, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and BEA's respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. Many of the factors that will determine the outcome of the subject matter of this release are beyond Oracle and BEA’s ability to control or predict. Oracle and BEA are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

Important Additional Information Regarding the Merger will be filed with the SEC.

In connection with the proposed merger, BEA will file a proxy statement with the Securities and Exchange Commission (the “SEC”). Investors and security holders are advised to read the proxy statement when it becomes available because it will contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by BEA at the SEC website at http://www.sec.gov. The proxy statement and other documents also may be obtained for free at BEA’s Internet website at www.bea.com/investors or by writing to BEA Systems, Inc., 2315 North First Street, San Jose, CA 95131, Attn: Investor Relations Department.

BEA and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of BEA’s participants in the solicitation, which may, in some cases, be different than those of BEA stockholders generally, is set forth in BEA’s Annual Report on Form 10-K for the year ended January 31, 2007 filed with the SEC on November 15, 2007 and on BEA's website at www.bea.com/investors, and will be set forth in the proxy statement relating to the merger when it becomes available.