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Oracle announced on September 12, 2005, that it would acquire Siebel Systems for $10.66 per share—about $5.85 billion in gross equity value. The deal closed in early 2006, bringing Siebel’s customer relationship management (CRM) applications into Oracle’s enterprise software portfolio.

Did Oracle buy Siebel Systems?

Yes. Oracle announced the agreement in September 2005 and later confirmed that the acquisition was completed. Oracle’s FAQ dates related legal-entity changes to January 31, 2006, while its completion announcement confirms the transaction closed in early 2006.

The European Commission’s decision record describes Oracle’s plan to acquire sole control of Siebel through a share purchase. At announcement, the transaction still required regulatory and shareholder approvals and other customary closing conditions.

How much did Oracle pay for Siebel?

Oracle’s September 12, 2005 announcement set the offer at $10.66 per Siebel share and described the gross equity value as approximately $5.85 billion. Oracle also said the value was $3.61 billion net of Siebel’s $2.24 billion cash on hand. These are announcement figures, not interchangeable accounting measures.

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Reported figure What it represents Source and timing
Approximately $5.85 billion Announced gross equity value of the offer Oracle, September 12, 2005
$3.61 billion Announced value net of Siebel’s $2.24 billion cash balance Oracle, September 12, 2005
$5.921 billion Preliminary purchase-price estimate that included assumed options, exchanged restricted awards, and estimated transaction costs Oracle and Siebel SEC-filed proxy materials, 2005

The $5.921 billion preliminary accounting estimate in the proxy materials is higher than the announcement’s $5.85 billion gross equity value because it included additional items. It does not replace the announced offer value; it measures purchase-price components on a different basis.

How could Siebel shareholders receive the consideration?

The merger agreement allowed shareholders to elect cash or Oracle stock, but the stock election was limited. Oracle’s Form 8-K capped the shares of Siebel common stock receiving Oracle stock at 30%; if elections exceeded that cap, shareholders’ elections were subject to proration. The agreement also specified the cash consideration and closing conditions.

Thomas M. Siebel, who held approximately 7% of Siebel’s outstanding common stock, agreed to vote in favor of the transaction, according to Oracle’s filing.

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Why did Oracle acquire Siebel?

Oracle presented the acquisition as a way to add Siebel’s customer-facing CRM applications to its existing enterprise resource planning (ERP), middleware, and database products. Oracle also said Siebel’s capabilities would contribute to Project Fusion CRM. Those statements describe Oracle’s rationale for the deal, not an independent finding about the acquisition’s eventual business results.

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In its September 2005 transaction overview, Oracle said: “Until the deal closes, each company will continue to operate independently, and it is business as usual.” That was the companies’ stated arrangement during the period before closing.

Sources

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