Oracle Corporation (NASDAQ: ORCL) today announced that it plans to commence, subject to market and other conditions, a public offering of Euro-denominated senior notes. The principal amounts, interest rates, maturity dates and other terms of the notes will be determined at the time of pricing of the offering.
Oracle intends to use the net proceeds from the offering for general corporate purposes, which may include stock repurchases, payment of cash dividends on its common stock and future acquisitions.
BNP Paribas, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc will act as joint book-running managers for the offering.
The offering of these securities is being made only by means of a prospectus, which has been or will be filed with the U.S. Securities and Exchange Commission. Copies may be obtained by contacting: BNP Paribas, Attention: Fixed Income Syndicate, 10 Harewood Ave, London NW1 6AA, United Kingdom, Telephone: +44 20 7595 8222; Deutsche Bank AG, London Branch, at Winchester House, 1 Great Winchester Street, London EC2N 2DB, Telephone: (800) 503-4611, Email: prospectus.CPDG@db.com; or The Royal Bank of Scotland plc, Attention: Fixed Income Syndicate, 135 Bishopsgate, London EC2M 3UR, United Kingdom, Telephone: +44 20 7085 4673.
The notes are being offered pursuant to an automatically effective shelf registration statement filed with the U.S. Securities and Exchange Commission on April 15, 2013.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a ‘relevant member state’) these securities will only be offered (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive (ii) to fewer than 100, or if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by Oracle for any such offer or (iii) in circumstances falling within Article 3(2) of the Prospectus Directive provided that no offer of these securities shall require Oracle or any of BNP Paribas, Deutsche Bank AG, London Branch and the Royal Bank of Scotland plc to publish a prospectus pursuant to Article 3 of the Prospectus Directive. The expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State and the expression ‘2010 PD Amending Directive’ means Directive 2010/73/EU.
This press release may only be distributed to, and is only directed at, persons in the United Kingdom (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). These securities are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such securities will be engaged in only with, relevant persons.
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“Safe Harbor” Statement:
Statements in this press release relating to Oracle's future plans, expectations, beliefs, intentions and prospects, including statements regarding the proposed offering and Oracle’s intended use of the net proceeds of the offering, are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. We presently consider the following to be among the important factors that could cause actual results to differ materially from expectations: (1) Economic, political and market conditions, including the current European economic crisis and slowing economic conditions in other parts of the world, can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, unanticipated fluctuations in currency exchange rates, delays in delivery of new products or releases or a decline in our renewal rates for support contracts. (3) Our hardware systems revenues and profitability could decline further, and we may fail to achieve our financial forecasts with respect to this business. (4) We have an active acquisition program and our acquisitions may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. (5) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses. (6) Our periodic workforce restructurings, including reorganizations of our sales force, can be disruptive. (7) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our products and support services in a timely manner or to position and/or price our products and services to meet market demand, customers may not buy new software licenses, cloud software subscriptions or hardware systems products or purchase or renew support contracts. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” All information set forth in this press release is current as of July 2, 2013. Oracle undertakes no duty to update any statement in light of new information or future events.