AUSTIN, Texas, March 15, 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 April 13, 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 April 13, 2022. The tender offer was previously
scheduled to expire at 12:00 midnight, Eastern Time, at the end of
the day on March 16, 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 March 14, 2022, approximately 25,587,409 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had been validly tendered into and not validly withdrawn from the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.
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SOURCE Oracle