AUSTIN, Texas, April 11, 2022 /PRNewswire/ — Oracle Corporation (NYSE: ORCL) (“Oracle”) today announced that it has extended its tender offer for the acquisition of Cerner Corporation (Nasdaq: CERN) (“Cerner”) until May 11, 2022.
Pursuant to the terms of its merger agreement with Cerner, Cedar Acquisition Corporation, a subsidiary of OC Acquisition LLC, which is a subsidiary of Oracle, has extended the cash tender offer to $95.00 per share for all issued and outstanding shares. shares of Cerner common stock (the “Shares”) at 12:00 a.m. Eastern Time, the end of business on May 11, 2022. The tender offer was previously scheduled to expire at 12:00 a.m. Eastern Time at at the end of the day on April 13, 2022.
The tender offer remains subject, among other conditions, to the authorizations under applicable laws relating to foreign competition and foreign direct investment. The tender offer has been extended in order to allow additional time for the satisfaction of the other conditions of the tender offer.
Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged. The tender offer may be extended pursuant to the merger agreement and applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).
American Stock Transfer & Trust Company LLC, the tender offer depositary, reported that as of 12:00 a.m. 12:00 a.m. Eastern Time, late April 8, 2022, approximately 33,951,780 Shares had been validly tendered. tendered and not validly withdrawn from the tender offer, representing approximately 11.5% of the outstanding Shares.
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Caution Regarding Forward-Looking Statements
This document may contain certain forward-looking statements regarding Oracle and Cerner, including statements involving risks and uncertainties regarding Oracle’s proposed acquisition of Cerner, expected customer benefits and general business outlook. When used in this document, the words “may”, “will”, “expect”, “opportunity”, “promises”, “objective” and similar expressions and any other statements that are not facts statements are intended to identify these statements as forward-looking statements. Such a statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Cerner, which could cause actual results to differ materially from those projected, described, expressed or implied herein due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the transaction will not be completed or that the closing will be delayed, that the anticipated synergies will not be realized after closing and that the combined businesses will not be successfully integrated in due time. timely, if applicable; general economic conditions in the regions where either company does business; the impact of the COVID-19 pandemic on how Oracle, Cerner and their respective customers operate their businesses and the duration and extent of the impact of the pandemic on the future results of operations of Oracle or identify; and the possibility that Oracle or Cerner will be affected by other economic, business and/or competitive factors. Accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will or will occur, or if any of them occur, what impact it will have on the results of operations or the financial condition of Oracle or Cerner.
In addition, please refer to the documents Oracle and Cerner, respectively, file with the SEC on Forms 10-K, 10-Q, and 8-K. These filings identify and address other important factors that could cause the operating and other results of Oracle and Cerner, respectively, to differ materially from those contained in the forward-looking statements set forth herein. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this document. Except as required by law, neither Oracle nor Cerner is obligated to update the information contained herein.
Additional information about the acquisition and where to find it
This communication does not constitute an offer to buy or a solicitation of an offer to sell Shares. This communication is for informational purposes only. The tender offer is not being made to, and offers will not be accepted by, or on behalf of, holders of Shares in jurisdictions in which the making of the tender offer or the acceptance of it would not be in accordance with the laws of that jurisdiction.
The Tender Offer is being made pursuant to a Tender Offer Statement set forth in Schedule TO (including an Offer to Purchase, related Letter of Transmittal and certain other Tender Offer Materials). Purchase) filed by Cedar Acquisition Corporation with the SEC on January 19, 2022, as amended. or supplemented from time to time. In addition, on January 19, 2022, Cerner filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC regarding the tender offer, which has been amended or supplemented from time to time. Holders of Shares are urged to read these documents carefully (as each may be amended or supplemented from time to time) as they contain important information which holders of Shares should consider before making any decision regarding the contribution. of their Shares. The Offer to Purchase, the Related Letter of Transmittal and certain other Tender Offer Materials, together with the Solicitation/Recommendation Statement, are being made available to all holders of Shares at no cost to them. . The tender offer documents and the solicitation/recommendation statement are available free of charge on the SEC’s website at www.sec.gov.
Oracle and Cerner also file annual, quarterly and special reports and other information with the SEC, which are available on the SEC’s website at www.sec.gov.
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