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Sun proxy details its dating game

Three suitors and wacky questions

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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.

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