Oracle had an eye on Sun's software assets

New York: Oracle, which agreed to buy Sun Microsystems for $7.4 billion last month, made its offer only after failing to acquire the company's software assets in March.

Oracle, the world's second-largest software maker, proposed buying the assets on March 12, when Sun was in exclusive talks for a takeover by a rival, according to a filing from Sun. Oracle's offer wasn't attractive enough to make Sun end its talks with the other suitor.

Oracle made its winning bid of $9.50 a share for the full business on April 18, also gaining Sun's computer assets and pitting Oracle against International Business Machines and Hewlett-Packard in the shrinking server market.

The company may eventually seek to sell parts of the hardware unit, said Brendan Barnicle, an analyst with Pacific Crest Securities.

"That's much less attractive than the core software business," Barnicle, who rates Oracle's shares 'outperform' and doesn't own any. "It's a much lower-margin business."

Oracle CEO Larry Ellison said this month he plans to keep the computer business and boost its profit by making hardware and applications work better together. In a filing, he cited Apple and Cisco Systems as companies with lucrative hardware products.

Sun's server sales, which make up more than half of revenue, fell 26 per cent last quarter as customers pared equipment spending in the recession. Servers run corporate networks and websites.

IBM also bid for Sun, and Hewlett-Packard held talks about a combination with the company, people familiar with the matter have said. According to the filing, Sun permitted two other companies besides Oracle to conduct due diligence reviews, without naming them.

One of the other bidders, 'Party A', was prepared to pay $9.10 a share as late as April 19, while the other, 'Party B', said on April 17 it wouldn't submit an offer, Sun said.

'Party B' was Hewlett-Packard, said a person aware of the discussions who asked not to be named because the talks were confidential. While Sun CEO Jonathan Schwartz and Hewlett- Packard CEO Mark Hurd met to discuss a deal, Hewlett-Packard never made an official offer, the person said.

'Party B' had indicated interest in a deal late last year, though it had said that a transaction wouldn't be optimal in the near term, Sun said. 'Party B' restarted a due diligence review of Sun on April 9, only nine days before Oracle made its winning bid, Sun said.

Hewlett-Packard bought Electronic Data Systems last year for $13.2 billion and the company has said it is continuing to digest that takeover, Hurd's largest transaction. Christina Schneider, a spokeswoman for Hewlett-Packard, declined to comment.

IBM, the world's largest computer-services provider, was in talks with Sun prior to the announcement of the Oracle acquisition and was intending to pay between $9 and $10 a share, according to people familiar with the matter. Ian Colley, an IBM spokesman, declined to comment today.

Oracle, based in Redwood City, California, fell 18 cents to $18.38 in Nasdaq Stock Market trading at 4 pm New York time. Sun, based in Santa Clara, California, rose 9 cents to $9.