Redwood Shores, Calif.—Oct 24, 2011
Oracle today announced that it has entered into an agreement to acquire RightNow Technologies, Inc. (NASDAQ: RNOW), a leading provider of cloud-based customer service, for $43.00 per share or approximately $1.5 billion net of RightNow's cash and debt. RightNow's Customer Service Cloud helps organizations deliver exceptional customer experiences across call centers, the web and social networks. Together, Oracle and RightNow can enable a superior customer experience at every contact and across every channel.
The Board of Directors of RightNow Technologies has unanimously approved the transaction. The transaction is expected to close by late 2011 or early 2012, subject to RightNow stockholder approval, certain regulatory approvals and customary closing conditions.
"Oracle is moving aggressively to offer customers a full range of Cloud Solutions including sales force automation, human resources, talent management, social networking, databases and Java as part of the Oracle Public Cloud," said Thomas Kurian, Executive Vice President, Oracle Development. "RightNow's leading customer service cloud is a very important addition to Oracle's Public Cloud."
"RightNow’s products add leading customer experience capabilities that help empower companies to interact with and provide a consistent experience to customers across channels," said Greg Gianforte, CEO, RightNow. "We look forward to combining our complementary capabilities along with maintaining and expanding our presence in Bozeman, Montana in order to better service our customers."
More information on this announcement can be found at http://www.oracle.com/rightnow.
Oracle engineers hardware and software to work together in the cloud and in your data center. For more information about Oracle (NYSE:ORCL), visit www.oracle.com.
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This press release contains certain forward-looking statements about Oracle and RightNow, including statements that involve risks and uncertainties concerning Oracle's proposed acquisition of RightNow, anticipated customer benefits and general business outlook. When used in this press release, 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 RightNow, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release 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 RightNow 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 RightNow.
In addition, please refer to the documents that Oracle and RightNow, 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 RightNow's respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this press release. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Neither Oracle nor RightNow is under any duty to update any of the information in this press release.
In connection with the proposed merger, RightNow will file a proxy statement with the SEC. Additionally, RightNow and Oracle will file other relevant materials in connection with the proposed acquisition of RightNow by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among OC Acquisition LLC, a wholly owned subsidiary of Oracle, Rhea Acquisition Corporation, a wholly-owned subsidiary of Oracle, and RightNow. The materials to be filed by RightNow with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of RightNow 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, RightNow 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 RightNow 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 RigtNow's participants in the solicitation, which may, in some cases, be different than those of RightNow's stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.