AUSTIN, Texas, Feb. 23, 2022 /PRNewswire/ -- Oracle
Corporation (NYSE: ORCL) ("Oracle") announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to Oracle's pending acquisition
of Cerner Corporation (Nasdaq: CERN) ("Cerner") expired at
11:59 p.m., Eastern Time, on
February 22, 2022.
The tender offer for Cerner shares remains subject to the
satisfaction or waiver of other conditions,
including clearances under applicable foreign competition
and foreign direct investment laws. The tender offer is
scheduled to expire at 12:00 midnight, Eastern Time, at the end of
the day on March 16, 2022; however,
the parties anticipate extending the tender offer to allow
additional time for the satisfaction of the remaining conditions to
the tender offer.
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 of common stock of Cerner
(the "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.
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SOURCE Oracle