Redwood Shores, Calif—Dec 17, 2017
Oracle (NYSE: ORCL) today announced that it has entered into an agreement with Aconex Limited (ASX: ACX), a leading cloud-based solution that manages team collaboration for construction projects, for A$7.80 per share in cash. The transaction is valued at approximately US$1.2 billion, net of Aconex cash.
The Aconex project collaboration solution digitally connects owners, builders and other teams, providing complete visibility and management of data, documents and costs across all stages of a construction project lifecycle. Aconex has been used in over $1 trillion in projects across 70,000 user organizations in over 70 countries.
The Oracle Construction and Engineering Cloud already offers customers the industry’s most advanced solutions for planning, scheduling and delivering large-scale projects. Together, Oracle and Aconex will provide an end-to-end offering for project management and delivery that enables customers to effectively plan, build, and operate construction projects.
“Delivering projects on time and on budget are the highest strategic imperatives for any construction and engineering organization,” said Mike Sicilia, SVP and GM, Construction and Engineering Global Business Unit, Oracle. “With the addition of Aconex, we significantly advance our vision of offering the most comprehensive cloud-based project management solution for this $14 trillion industry.”
“The Aconex and Oracle businesses are a great, natural fit and highly complementary in terms of vision, product, people and geography,” said Leigh Jasper, Founder and Chief Executive Officer, Aconex. “As co-founders of Aconex, both Rob Phillpot and I remain committed to the business and are excited about the opportunity to advance our collective vision on a larger scale, and the benefits this combination will deliver to our customers.”
The Board of Directors of Aconex unanimously recommends the transaction. The transaction is expected to close in the first half of 2018, subject to Aconex shareholder approval and certain regulatory approvals and other customary closing conditions.
More information about this announcement is available at www.oracle.com/aconex.
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Oracle is currently reviewing the existing Aconex 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 the Aconex product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Aconex or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decision. It is intended for information purposes only, and may not be incorporated into any contract.
This document contains certain forward-looking statements about Oracle and Aconex, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Aconex, 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 Aconex, 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 Aconex 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 Aconex.
In addition, please refer to the documents that Oracle files with the U.S. Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K and that Aconex files with the Australian Securities Exchange Ltd. (the “ASX”) on its Market Announcements Platform. These filings identify and address other important factors that could cause Oracle's and Aconex’ 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 Aconex is under any duty to update any of the information in this document.
In connection with the proposed transaction, Oracle will purchase all of the share capital of Aconex pursuant to a Scheme of Arrangement under the relevant laws of Australia (the “Scheme”). The terms and conditions relating to the Scheme, including the process for its implementation, are contained in a Scheme Implementation Deed agreed to between Oracle and Aconex dated December 16, 2017 (the “SID”). This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Aconex, nor is it a substitute for the SID or other transaction materials that Aconex will file on the ASX in connection with the Scheme. The Scheme requires certain approval by Aconex stockholders at a meeting of the stockholders (“Scheme Meeting”). The Scheme Booklet containing information relating to the Scheme is expected to be mailed to Aconex stockholders prior to the Scheme Meeting and will contain important information. Holders of shares of Aconex are urged to read these documents when such documents become available because they will contain important information that holders of Aconex securities should consider before making any decision regarding tendering their securities.