Feeds

Sun proxy details its dating game

Three suitors and wacky questions

Maximizing your infrastructure through virtualization

You've been curious about the back story when Sun Microsystems, as Intel chief executive officer Paul Otellini succinctly put it, "shopped around the Valley and around the world."

And now, thanks to the Securities and Exchange Commission and the preliminary merger proxy statement Sun has to file by law as part of Oracle's proposed acquisition, the melodrama is there for you to read.

The proxy statement, which you can read here, shows that Sun had three companies chasing it. Well, one. Two of them were pursued by Sun at the advice of its board - one of them being Oracle, and the other not yet known by name.

The company that started off the whole mess was Party A, which has to be IBM based on the story line, whose chief executive officer (that would be Sam Palmisano), approached Sun's president and chief executive officer, Jonathan Schwartz, and another Sun board member about a "possible business combination transaction."

Between November 6 and December 19, Sun's management team and lawyers, Wilson Sonsini Goodrich & Rosati, had discussions with IBM and its lawyers to talk over the options. At this time, Sun's board decided it would be best to shop around a bit, and approached the management of Party B, which could be anyone but which was probably Hewlett-Packard but could be Fujitsu or even Cisco Systems.

All Sun says is that during the first quarter of 2009, its management and advisors were approached by "other parties" but with the exception of Parties A and B and Oracle, nothing evolved from those talks. My guess is that Party B is Hewlett-Packard, and that the other parties were Cisco and Fujitsu.

Anyway, on December 19, Party A (IBM, let's stop pretending here) and Sun entered into a confidentiality agreement (which apparently held for three months until the Wall Street Journal blew the covers off the talks because someone's tongue was wagging somewhere on March 18).

On January 28, IBM made a preliminary offer of between $8.40 and $8.70 per share, all cash, for Sun, and on the following day, Sun engaged Credit Suisse to act as its financial advisor and Sun had a regularly scheduled board meeting, where it talked over the deal.

Schwartz met with the CEO at Party B on February 12 and six days later, Sun entered into a confidentiality agreement with that company and Party B got on with the due diligence. IBM offered a revised proposal to Sun on February 20 for $10 a share in cash to acquire the company, and this deal was conditioned upon Sun having exclusive negotiations. Whoops.

Sun's board held meetings to talk over Party A and Party B three times between February 22 and 26, and on February 23, Sun's chairman, Scott McNealy, reached out to Oracle's chief executive officer, Larry Ellison, about making a "possible strategic transaction" with Sun. During this time, Party B was encouraged to make an offer for Sun, but declined, and Oracle kept its mouth shut. And so, on February 26, it took the exclusivity agreement with IBM and began negotiating the $10 per share deal.

Top three mobile application threats

More from The Register

next story
BBC goes offline in MASSIVE COCKUP: Stephen Fry partly muzzled
Auntie tight-lipped as major outage rolls on
iPad? More like iFAD: We reveal why Apple fell into IBM's arms
But never fear fanbois, you're still lapping up iPhones, Macs
Nadella: Apps must run on ALL WINDOWS – PCs, slabs and mobes
Phone egg, meet desktop chicken - your mother
White? Male? You work in tech? Let us guess ... Twitter? We KNEW it!
Grim diversity numbers dumped alongside Facebook earnings
Microsoft: We're making ONE TRUE WINDOWS to rule us all
Enterprise, Windows still power firm's shaky money-maker
HP, Microsoft prove it again: Big Business doesn't create jobs
SMEs get lip service - what they need is dinner at the Club
ITC: Seagate and LSI can infringe Realtek patents because Realtek isn't in the US
Land of the (get off scot) free, when it's a foreign owner
Dude, you're getting a Dell – with BITCOIN: IT giant slurps cryptocash
1. Buy PC with Bitcoin. 2. Mine more coins. 3. Goto step 1
There's NOTHING on TV in Europe – American video DOMINATES
Even France's mega subsidies don't stop US content onslaught
prev story

Whitepapers

Top three mobile application threats
Prevent sensitive data leakage over insecure channels or stolen mobile devices.
Implementing global e-invoicing with guaranteed legal certainty
Explaining the role local tax compliance plays in successful supply chain management and e-business and how leading global brands are addressing this.
Top 8 considerations to enable and simplify mobility
In this whitepaper learn how to successfully add mobile capabilities simply and cost effectively.
Application security programs and practises
Follow a few strategies and your organization can gain the full benefits of open source and the cloud without compromising the security of your applications.
The Essential Guide to IT Transformation
ServiceNow discusses three IT transformations that can help CIO's automate IT services to transform IT and the enterprise.