On February 4, 2013, Oracle announced that it has agreed to acquire Acme Packet, the global provider of session border control technology for service providers and enterprises. The proposed transaction is subject to Acme Packet stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close in the first half of 2013. Until the deal closes, each company will continue to operate independently, and will operate its business as usual.
Users are becoming increasingly connected and expect to communicate anytime and anywhere using their application, device, and network of choice. In order to deliver trusted, interactive communications, service providers and enterprises are deploying all-IP networks which can combine the quality and reliability of traditional telephony networks with the low cost and service innovation benefits of the Internet.
Acme Packet enables trusted, first-class delivery of next-generation voice, data and unified communications services and applications across IP networks for service providers and enterprises. The company's solutions are deployed by more than 1,900 service providers and enterprises globally, including 89 of world's top 100 communications companies.
Oracle plans to make Acme Packet a core offering in its Oracle Communications portfolio to enable customers to more rapidly innovate while simplifying their IT and network infrastructures. Service providers are expected to be able to differentiate and monetize offerings through secure and reliable IP-based communications from any device, across any network. We also anticipate enterprise customers will be able to more effectively engage customers, deliver more innovative applications, and improve employee productivity. This combination is expected to provide our partners with an expanded portfolio of world-class solutions to help them create even greater value for their customers.
Acme Packet management team and employees are expected to join the Oracle Communications Global Business Unit after the transaction closes.
Senior Vice President and General Manager
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Acme Packet, including statements that involve risks and uncertainties concerning Oracle's proposed acquisition of Acme Packet, anticipated customer benefits and general business outlook. When used in this document, the words "anticipates," "can," "will", "look forward to," "expected" 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 Acme Packet, 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 possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, 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, and the possibility that Oracle or Acme Packet 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 Acme Packet.
In addition, please refer to the documents that Oracle and Acme Packet, respectively, file with the U.S. Securities and Exchange Commission (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 Acme Packet'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. Neither Oracle nor Acme Packet is under any duty to update any of the information in this document.
Oracle is currently reviewing the existing Acme Packet product roadmap and will be providing guidance to customers in accordance with Oracle's standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle's review of Acme Packet's product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Acme Packet or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. It is intended for informational purposes only, and may not be incorporated into any contract.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Acme Packet will file a proxy statement with the SEC. Additionally, Acme Packet and Oracle will file other relevant materials in connection with the proposed acquisition of Acme Packet by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Oracle, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Andes Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition LLC, and Acme Packet. The materials to be filed by Acme Packet with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of Acme Packet are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Oracle, Acme Packet and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Acme Packet stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle's executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Acme Packet's participants in the solicitation, which may, in some cases, be different than those of Acme Packet's stockholders generally, is set forth in the materials filed by Acme Packet with the SEC and will be set forth in the proxy statement relating to the merger when it becomes available.