partnerletterdefa14a.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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¨ Definitive Proxy Statement
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x Soliciting Material Pursuant to §240.14a-12
BEA Systems, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
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On January 16, 2008 we announced that BEA’s Board of Directors has signed a definitive agreement with Oracle under which Oracle will acquire BEA. We expect the transaction to be completed by mid-2008, but until that time, BEA and Oracle will continue to operate as independent companies.

This agreement is a unique opportunity that combines BEA’s market leadership in middleware with Oracle’s strength in database and applications to form a company that is able to meet the full range of your enterprise software needs. We believe that our partners will benefit from the fully integrated products and services that will be offered by the combined company.

Throughout the process of completing this transaction, BEA fully intends to continue to execute joint business development and Go-To-Market activities with you while we continue to deliver the partnership benefits and high quality service you have come to expect from us. Additionally, Oracle has stated that it plans to preserve our joint customers’ investments in BEA products, and will support BEA products in a similar manner to their other recent acquisitions.

When appropriate, we will be working to develop a comprehensive integration plan to ensure a seamless transition for our partners, and our customers.

We greatly appreciate your partnership and look forward to your continued support in the future.

Senior Vice President & General Manager, WW Partners & Alliances BEA Systems, Inc.

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 others 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 transaction 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 may be adversely affected by other economic, business, and/or competitive factors. BEA is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

These and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and elsewhere in

BEA’s Form 10-K for the year ended January 31, 2007 that was filed with the Securities and Exchange Commission on November 15, 2007. Many of the factors that will determine the outcome of the subject matter of this release are beyond BEA’s ability to control or predict.

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.