AUSTIN,
Texas, May 10, 2022 /PRNewswire/ -- Oracle
Corporation (NYSE: ORCL) ("Oracle") announced today that it has
extended its tender offer in connection with the acquisition of
Cerner Corporation (Nasdaq: CERN) ("Cerner") until June 6, 2022.
In accordance with the terms of its merger agreement with
Cerner, Cedar Acquisition Corporation, a subsidiary of OC
Acquisition LLC, which is a subsidiary of Oracle, has
extended the all-cash tender offer for
$95.00 per share for all of the
issued and outstanding shares of common stock of Cerner (the
"Shares") to 12:00 midnight, Eastern Time, at the end of the day on
June 6, 2022. The tender offer was
previously scheduled to expire at 12:00 midnight, Eastern Time, at
the end of the day on May 11,
2022.
The tender offer remains subject to, among other conditions,
clearances under applicable foreign competition and foreign direct
investment laws. The tender offer was extended to allow additional
time for the satisfaction of the remaining conditions to the tender
offer. Except for the extension of the tender offer, all other
terms and conditions of the tender offer remain unchanged. The
tender offer may be extended further in accordance with the merger
agreement and the applicable rules and regulations of the U.S.
Securities and Exchange Commission (the "SEC").
American Stock Transfer & Trust Company LLC, the
depositary for the tender offer, has indicated that as of 12:00
midnight, Eastern Time, at the end of the day on May 9, 2022, approximately 29,782,150 Shares had
been validly tendered into and not validly withdrawn from the
tender offer, representing approximately 10.1% of the outstanding
Shares.
About Oracle
Oracle offers integrated suites of applications plus secure,
autonomous infrastructure in the Oracle Cloud. For more information
about Oracle (NYSE: ORCL), please visit us at
www.oracle.com.
Trademarks
Oracle, Java, and MySQL are registered trademarks of Oracle
Corporation.
Cautionary Statement Regarding Forward-Looking
Statements
This document may contain certain forward-looking statements
about Oracle and Cerner, including statements that involve risks
and uncertainties concerning Oracle's proposed acquisition of
Cerner, anticipated customer benefits and general business outlook.
When used in this document, the words "can", "will", "expect",
"opportunity", "promises", "goal" and similar expressions and any
other statements that are not historical facts are intended to
identify those assertions as forward-looking statements. Any such
statement may be influenced by a variety of factors, many of which
are beyond the control of Oracle or Cerner, that could cause actual
outcomes and results to be materially different from those
projected, described, expressed or implied in this document due to
a number of risks and uncertainties. Potential risks and
uncertainties include, among others, the possibilities that the
transaction will not close or that the closing may be delayed, that
the anticipated synergies may not be achieved after closing, and
that the combined operations may not be successfully integrated in
a timely manner, if at all; general economic conditions in regions
in which either company does business; the
impact of the COVID-19 pandemic on how
Oracle, Cerner and their respective customers are operating their
businesses and the duration and extent to which the pandemic will
impact Oracle's or Cerner's future results of operations; and the
possibility that Oracle or Cerner may be adversely affected by
other economic, business, and/or competitive factors. Accordingly,
no assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on the results of
operations or financial condition of Oracle or Cerner.
In addition, please refer to the documents that Oracle and
Cerner, respectively, file with the SEC
on Forms 10-K, 10-Q and 8-K. These
filings identify and address other important factors that could
cause Oracle's and Cerner's respective operational and other
results to differ materially from those contained in the
forward-looking statements set forth in this document. You are
cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this document.
Except as required by law, neither Oracle nor Cerner is under any
duty to update any of the information in this document.
Additional Information about the Acquisition and Where to
Find It
This communication does not constitute an offer to buy or
solicitation of an offer to sell Shares. This communication is for
informational purposes only. The tender offer is not being made to,
nor will tenders be accepted from, or on behalf of, holders of
Shares in any jurisdictions in which the making of the tender offer
or the acceptance thereof would not comply with the laws of that
jurisdiction.
The tender offer is being made pursuant to a Tender Offer
Statement on Schedule TO (including an Offer to Purchase, a related
Letter of Transmittal and certain other tender offer documents)
filed by Cedar Acquisition Corporation with the SEC on
January 19, 2022, as amended or supplemented from time to
time. In addition, on January 19, 2022, Cerner filed a
Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC related to the
tender offer, which has been amended or supplemented from time to
time. Holders of Shares are urged to read these documents carefully
(as each may be amended or supplemented from time to time) because
they contain important information that holders of Shares should
consider before making any decision regarding tendering their
Shares. The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of Shares at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement are available for free at the
SEC's website at www.sec.gov.
Oracle and Cerner also file annual, quarterly and special
reports and other information with the SEC, which are available at
the SEC's website at www.sec.gov.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/expiration-date-of-tender-offer-for-cerner-corporation-shares-extended-to-june-6-2022-301544382.html
SOURCE Oracle