BEA Systems digs in for fight with Icahn

After shooing away Oracle Corp.'s $6.7 billion takeover bid, business software maker BEA Systems Inc. dug in its heels for a potentially disruptive battle with its largest shareholder, activist investor Carl Icahn.

In a letter sent to Icahn Monday, BEA's board of directors reiterated its willingness to sell the San Jose-based company for $21 per share – about $1.5 billion more than Oracle offered before retracting the bid late Sunday.

BEA's board hinted at talks with other suitors, assuring Icahn “we are currently exploring ways to maximize shareholder value, including the possible sale of the company.”

Analysts have listed IBM Corp. and Hewlett-Packard Co. as the two candidates besides Oracle most likely to try to buy BEA and its line of “middleware” – coding that helps business software applications interact with databases. Both IBM and HP have declined to comment on the speculation.

But Monday's letter didn't respond to Icahn's demands that BEA hold a public auction and then allow shareholders to decide whether any of the bids should be accepted.

In a Friday letter, Icahn threatened to wield his 13.2 percent stake in BEA to lead a shareholder rebellion aimed at ousting the company's directors unless the board budges from its $21-per-share asking price. Icahn didn't immediately respond to a request for comment Monday.

The rebuff of Oracle already has driven BEA's stock down from a recent five-year high of $18.94 reached earlier this month. The shares finished Monday unchanged at $16.50.

By holding its ground, BEA now finds itself at odds with two billionaires – Icahn and Oracle Chief Executive Officer Larry Ellison.

Icahn began pushing for a sale of BEA last month, shortly after divulging he had accumulated a large stake in the slumping company.

Ellison, who has been on the takeover prowl for three years, pounced on BEA nearly three weeks ago with an offer that represented a 25 percent premium above BEA's stock price of $13.62 before the bid was revealed.

BEA quickly rejected Oracle's bid as inadequate, an opinion that Icahn initially shared before lashing out at the board last week for not doing more to keep Oracle's offer on the table.

With BEA refusing to discuss any offer below $21 per share, Oracle retracted its $6.7 billion bid Sunday and warned it might not be back.

But many industry analysts believe Oracle is just biding its time in hopes of bagging BEA as cheaplyas possible. Analysts have estimated Oracle could pay $20 to $27 per share for BEA and still make money off the deal.

Ellison has argued BEA isn't worth more than $6.7 billion because its sales have sagged and its books have been muddled by accounting problems caused by the mishandling of employee stock options.

For now, Oracle appears to be encouraging Icahn to try to remove BEA's directors. “If the BEA shareholders are unhappy with the behavior of the BEA board it is up to those shareholders, not Oracle, to take the appropriate action,” Oracle said after ending its $6.7 billion bid.

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