Icahn weighs in on BEA Systems' rejection of Oracle bid

By Lisa Kerner

Charlotte, N.C., Oct. 26 - Carl C. Icahn said BEA Systems, Inc. can avoid a disruptive proxy fight and possible lawsuit by allowing its shareholders to decide the fate of BEA Systems by conducting an auction sale process and by allowing the shareholders to accept or reject the proposal made by the highest bidder.

BEA Systems "should not allow the stalking horse bid from Oracle Corp. to disappear (failure to take the Oracle bid as a stalking horse would be a grave dereliction of your fiduciary duty in my view). If a topping bid arises, then all the better," Icahn said in an Friday letter to BEA Systems.

The investor described BEA Systems' "public declaration of a $21 per share 'take it or leave it' price as a management entrenchment tactic, not a negotiating technique."

BEA Systems said it would let Oracle's Sunday deadline to accept its $17-per-share offer expire. The company is holding out for a per-share price offer of at least $21.

BEA Systems is based in San Jose, Calif., and makes enterprise application and service infrastructure software, and Oracle is a Redwood City, Calif.-based enterprise software company.

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