May 8th, 2009
SEC filing: Sun shareholders sue to block Oracle acquisition
Sun Microsystems’ shareholders have filed three separate class action suits to block the $7.4 billion acquisition by Oracle, the company revealed in a filing with the Securities and Exchange Commission. The shareholders allege that “the consideration offered in the proposed transaction is unfair and inadequate.”
An excerpt from the filing:
Three putative shareholder class action were filed by individual shareholders on April 20, 2009, April 30, 2009 and April 30, 2009, respectively, in Santa Clara County Superior Court naming Sun and certain of our officers and directors, as well as Oracle Corporation, as defendants. The complaints, which are similar, seek to enjoin the proposed acquisition of Sun by Oracle Corporation and allege claims for breach of fiduciary against the individual defendants and for aiding and abetting a breach of fiduciary duty against the corporate defendants
Sun and the other defendants have not responded to the complaints.
Oracle surprised Silicon Valley last month when it made a surprise offer for Sun Microsystems, which had reportedly been soliciting buyers. The company had been in talks with IBM but, when those talks fell apart, Oracle stepped in with a premium offer.
Separately, the company also revealed in the filing that it is investigating possible violations of the Foreign Corrupt Practices Act in its overseas operations. In the filing, the company wrote:
During fiscal year 2009, we identified activities in a certain foreign country that may have violated the Foreign Corrupt Practices Act (FCP). We initiated an independent investigation with the assistance of outside counsel and took remedial action. We recently made a voluntary disclosure with respect to this and other matters to the Department of Justice (DOJ), Securities and Exchange Commission (SEC) and the applicable governmental agencies in certain foreign countries regarding the results of our investigations to date. We are cooperating with the DOJ and SEC in connection with their review of these matters and the outcome of these, or any future matters, cannot be predicted. The FCPA and related statutes and regulations provide for potential monetary penalties, criminal sanctions and in some cases debarment from doing business with the U.S. federal government in connection with FCPA violations, any of which could have a material effect on our business.
Also see: ZDNet’s full coverage of Oracle-Sun acquisition news
Sam Diaz is a senior editor at ZDNet. See his full profile and disclosure of his industry affiliations.
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