| here is some more data to help on $ FUD with Oracle
Subj: CIS DELIVERS ... Oracle and Nippon Steel Announce Intent to Form Financing to Oracle
----- Oracle and Nippon Steel Announce Intent
|C I S| to Form Financing to Oracle
-----
Source : Business Wire Date : 03-JUN-91
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| Please be advised that the information contained within this |
+ report is copyrighted material. The following policies must +
| be adhered to: |
+ +
| - No reformatting of the data segments |
+ - No external distribution +
| - Internal use only in accordance with vendor agreements |
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COPYRIGHT:
Business Wire
TABLE OF CONTENTS:
Summary of Report (Supplied by CIS Editor)
Terms of the Agreement
The Japanese Market for Open Systems
Oracle in Japan
Financial Terms
Oracle
Nippon Steel
Oracle Japan
Products/Market
Kanji Support
Partnerships with Hardware Vendors
Japanese Market Acceptance of Oracle
ABSTRACT:
Oracle Systems Corporation and Nippon Steel Corporation signed a letter of
intent to form a joint venture to market and distribute Oracle's products in
Japan. Under terms of the proposed joint venture, Nippon Steel will purchase
an interest in Oracle Japan, Oracle's currently wholly-owned subsidiary in
Japan. As part of the proposed transaction, Nippon Steel also will extend
$200 million in long-term financing to Oracle.
Section: 1 Terms of the Agreement
Oracle Systems Corporation and Nippon Steel Corporation today signed a letter
of intent to form a joint venture to market and distribute Oracle's products
in Japan. Under terms of the proposed joint venture, Nippon Steel will
purchase an interest in Oracle Japan, Oracle's currently wholly-owned
subsidiary in Japan. As part of the proposed transaction, Nippon Steel also
will extend $200 million in long-term financing to Oracle.
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
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Section: 2 The Japanese Market for Open Systems
"The Japanese market for open systems software is poised for extremely rapid
growth during the 1990s and we are very pleased to have found a partner like
Nippon Steel with the expertise, organization and resources to help build our
business in Japan," said Lawrence J. Ellison, Oracle's chairman and chief
executive officer. "In addition, this agreement will improve Oracle's
long-term capital structure."
"Oracle has made a significant long-term commitment to the Japanese
marketplace and we are prepared to provide the necessary resources to help
assure market success," said Hidehiko Iwasaki, managing director of Nippon
Steel. "We have more than 3,000 employees in our systems integration group
and we envision that Oracle Japan and this organization will work closely
together as part of this joint venture."
"We believe that the partnership will accelerate our growth in Japan. Oracle
Japan will provide Japanese customers with comprehensive solutions as they
move toward developing open and distributed applications," said Chikara Sano,
president of Oracle Japan.
Section: 3 Oracle in Japan
Oracle began licensing products in Japan in 1982. In 1990, Oracle activated
its wholly-owned subsidiary in Japan. Recently, Oracle was selected by the
U.S. Department of Commerce as one of 20 companies to participate in the Japan
Corporate Program (JCP), a program designed to assist U.S. firms in building
their business presence in Japan over the course of the five-year program.
Section: 4 Financial Terms
Initially, Oracle and Nippon Steel will own 51 percent and 49 percent,
respectively, of a partnership that will own the shares of Oracle Japan.
Oracle's economic interest could increase to as much as 75 percent over time
based on cumulative cash distributions from Oracle Japan.
The financial terms of the proposed transaction also include a $200 million
purchase by Nippon Steel of two new Oracle securities:
-- $100 million of ten-year convertible subordinated debentures which pay a
nine percent annual interest rate and are convertible into Oracle common stock
at a price of $27.50 per share. One-third of the debentures mature in each of
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
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the years 1999, 2000 and 2001.
-- $100 million of convertible preferred stock which pays a six percent annual
dividend, and if converted to common stock offers a maximum total return
(including the dividend) of 14 percent per annum. After four years, the
preferred stock will be convertible into shares of Oracle common stock based
on its share price at the time. For example, at the fourth anniversary of the
offering, the preferred stock will be convertible into no more than $139.5
million of Oracle common stock. Therefore, if Oracle's stock price at the
time were $27.50 per share, the number of shares issuable upon conversion
would be approximately five million shares. Alternatively, if Oracle's common
stock price at that time were $12.38 or below, the number of shares issuable
upon conversion would be fixed at, and in no circumstances will exceed, 11.268
million shares. As of May 31, 1991, Oracle had approximately 137 million
shares of common stock outstanding. Oracle has the right to redeem the
preferred stock after four years, and if not converted to common, Nippon Steel
has the option to receive cash repayment over five years beginning in 1997.
Nippon Steel also would agree not to acquire additional shares of Oracle for
at least ten years, subject to certain limited exceptions.
Oracle and Nippon Steel anticipate finalizing this transaction within the next
two to three months. The closing of the transaction is subject to the
negotiation of definitive documentation, receipt of certain regulatory
approvals, negotiation of amendments and extensions of Oracle's existing bank
arrangements and approval of final agreements by the board of directors of
each company.
Oracle expects to use the proceeds of the transaction to reduce its bank
credit facilities and for other general corporate purposes.
Section: 5 Oracle
Oracle Systems Corporation, headquartered in Redwood Shores, Calif., is the
largest independent supplier of DBMS software and the third largest software
and services company in the world.
Oracle develops and markets an integrated line of software products for
database management, computer-aided systems engineering (CASE), applications
development, decision support and office automation, as well as families of
financial and human resource applications. Oracle products are available on
PCs, minicomputers and mainframes, and ORACLE is the first and only relational
database to run on massively parallel supercomputers.
The company offers its products, along with related consulting, education and
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
-----
support services, in 92 countries around the world. Oracle is a publicly held
corporation whose shares are traded on NASDAQ/NMS with the ticker symbol ORCL.
For further information about Oracle, call Oracle corporate headquarters at
415/506-7000, or write to Oracle Systems Corporation, 500 Oracle Parkway,
Redwood Shores, CA 94065.
Section: 6 Nippon Steel
Nippon Steel is one of the largest independent industrial companies in Japan,
with total revenues of 2,608 billion yen (approximately US $19.3 billion on an
unconsolidated basis). Through its Electronics and Information Systems
Division, Nippon Steel has developed a wide range of computer related
businesses from large scale systems integration to the manufacturing of
microprocessor-based computer systems. The Division is a major focus of
Nippon Steel's strategic diversification plan and has already surpassed 100
billion yen (approximately US $740 million) annual revenue.
Section: 7 Oracle Japan
Contacts: Oracle Market Relations
Gail Snider 415/506-5128
Lisa Gillespie 415/506-3002
Oracle Investor Relations
Michael Musson 415/506-4041
History
-- 1982: Oracle Corporation entered the Japanese market by appointing Digital
Computer Limited (now Yokigawa Digital Computer) as local distributor.
-- 1985: Oracle formed a Japanese subsidiary.
-- 1985: Oracle launched a multi-million dollar research and development
effort to localize Oracle products for the Japanese market.
-- 1987: Oracle signed Distribution Agreement with Ashisuto, the leading
distributor of American software packages in Japan.
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
-----
-- 1990: Oracle hired Mr. Chikara Sano as president of Oracle Japan. Mr.
Sano joined Oracle as president of Oracle Japan from IBM Japan where he had
served in senior executive positions during his 27-year tenure.
Oracle Selected By U.S. Government For Participation In The Japan Corporate
Program
-- 1990: Oracle was selected as one of twenty U.S. companies to participate
in the Japan Corporate Program the U.S. Commerce Department's initiative to
increase U.S. exports to Japan. The Program's charter is to help the selected
companies penetrate businesses and government agencies in Japan. Oracle was
the only software company chosen.
-- 1991: U.S. Commerce Secretary Robert Mosbacher opened Oracle Japan's
office on his recent visit as part of the Japan Corporate Program.
Section: 8 Products/Market
-- At $18 billion, the Japanese software market is already one-third the size
of the U.S. market according to the American Electronics Association. The
Japan Information Service Industry Association, a trade group, predicts that
Japan's market will increase 150 percent, to $33 billion by 1995.
-- Although the Japanese market is currently dominated by proprietary systems,
Japan is showing signs of following the trend towards open systems computing.
Significant Japanese hardware manufacturers such as Fujitsu, Hitachi, NEC and
Toshiba are strongly committed to UNIX technology.
-- Oracle has 48 percent of the worldwide UNIX database software market,
according to International Data Corporation.
Section: 9 Kanji Support
-- ORACLE supports kanji, one of the pictographic languages used in common by
Chinese and Japanese. Kanji contains more than 4,000 common characters, each
of which require twice as much memory as a Roman letter.
-- Kanji versions of ORACLE have been shipping for DEC VAX since 1986, and for
IBM MVS and various UNIX platforms since 1988.
-- Japanese ORACLE currently runs on more than 30 different platforms.
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
-----
Section: 10 Partnerships with Hardware Vendors
-- Oracle has developed successful relationships with hardware vendors in
Japan including:
Fujitsu
Hitachi
NEC
NTT Data Communications Systems
Oki Electric
Sanyo Electric
Toshiba
Yokogawa Digital Computer
Section: 11 Japanese Market Acceptance of Oracle
-- Oracle has penetrated the most prestigious and innovative companies in
various Japanese industries including such Oracle users as:
Automotive
-- Nissan Motors
-- Toyota Motors
-- Mazda Motors
Information Systems
-- Fujitsu
-- Hitachi
-- NEC
-- Toshiba
-- NTT Data Communications Systems
-- Nomura Research Institute
-- Enicom
Manufacturing
-- Matsushita Electronics
-- Yokogawa Electric
-- Citizen Watch
-- Sanyo Electric
-- Seiko Epson
-- Fuji-Xerox
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----- Oracle and Nippon Steel Announce Intent | 03-JUN-91
|C I S| to Form Financing to Oracle | Business Wire
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Finance
-- Mitsubishi Bank
-- Tokyo Marine Insurance
-- Sumitomo Life Insurance
-- Daiichi Life Insurance
-- Industrial Bank of Japan
Foods
-- Suntory
-- Calpis
-- Ajinomoto
Pharmaceutical
-- Yamanouchi Pharmaceutical
Airlines
-- Japan Air Lines
Energy
-- Tokyo Electric Power
-- Japan Gasoline Corporation
-- The Oracle User Group in Tokyo currently has more than two hundred
members.
(c) Business Wire
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|
| Oracle Systems - Net fell 87% in fourth quarter on $20 million charge
{The Wall Street Journal, 11-Jul-91, p. C8}
Oracle posted a profit of $5.5 million for the period ended May 31, 1991,
compared with a restated net of $41.7 million a year ago. Revenue fell 10% in
the quarter to $287.1 million from a restated $318.4 million. The charge
included about $9 million in costs related to the closing of excess
facilities, a spokesman said. The rest of that amount involved writing off
consulting and systems-integration contracts that were terminated. "We
basically overexpanded," Michael Musson, director of investor relations at
Oracle, said, "and when the recession hit, we had to retrench." For the fiscal
year, the company posted a loss of $12.4 million, compared with restated
earnings of $80.9 million in its fiscal 1990. Revenue rose 12% to $1.03
billion from a restated $916.4 million. David Bayer, an analyst with
Montgomery Securities, and other Oracle watchers, expressed surprise at the
$6 million drop from the preceding quarter in sales of the company's UNIX, a
computer operating system that is ordinarily its strongest line. Mr. Musson,
however, said UNIX sales seemed to fall mainly because third-quarter sales
were abnormally high. Oracle also reported that it had signed a short-term
agreement with its banking syndicate, which waives certain covenants through
the end of August. It also negotiated a new long-term credit facility, which
it hopes to have nailed down by the same time.
|
| ----- Oracle Forms New $100 Million Bank
|C I S| Syndicate;Discussions With Nip
-----
Source : Business Wire Date : 01-OCT-91
+ - + - + - + - + - + - + - + - + - + - + - + - + - + - + - + - +
| Please be advised that the information contained within this |
+ report is copyrighted material. The following policies must +
| be adhered to: |
+ +
| - No reformatting of the data segments |
+ - No external distribution +
| - Internal use only in accordance with vendor agreements |
+ - + - + - + - + - + - + - + - + - + - + - + - + - + - + - + - +
REDWOOD CITY, Calif.--(BUSINESS WIRE)--Oracle Corporation today
announced that it entered into a one-year bank facility agreement
providing for a syndicated revolving line of credit of $100 million.
The syndicate, which replaces the existing bank facilities of the
Company, will provide working capital for general corporate purposes.
National Westminster Bank PLC (London), with Barclays Bank PLC
(London) and The First National Bank of Boston as co-agents, arranged
the newly formed group of eight domestic and international banks to
provide support for the Company's worldwide operations.
As previously announced, for the first quarter of fiscal 1992,
ended August 31, 1991, the Company generated $46 million in positive
cash flow which it attributed to strong cash collections and reduced
operating and capital expenditures. This $46 million in cash flow,
added to the $93 million generated in the second half of fiscal 1991,
has enabled the company to reduce net debt (total debt less cash and
cash equivalents) by 73 percent over the past three quarters to
approximately $51 million as of August 31, 1991.
Oracle also announced that it expects to continue discussions
with Nippon Steel Corporation on its proposed joint venture in Japan
and associated long-term financing. While both Oracle and Nippon
Steel still desire to jointly exploit the rapidly growing UNIX and
open systems market in Japan, Oracle's improved financial condition
and recent discussions on product directions have led Oracle to
pursue a modified relationship that would include substantially less
long-term financing than previously announced. On June 3, 1991,
Oracle and Nippon Steel Corporation signed a letter of intent for a
proposed joint venture in Japan and $200 million in long-term
financing to Oracle through the issuance of two new securities.
-0-
Note to Editors: Oracle Corporation, headquartered in Redwood
City, Calif., is the largest supplier of DBMS software and the third
largest software and services company in the world.
( 1 )
----- Oracle Forms New $100 Million Bank | 01-OCT-91
|C I S| Syndicate;Discussions With Nip | Business Wire
-----
Oracle develops and markets an integrated line of software
products for database management, computer-aided systems engineering
(CASE), applications development, decision support and office
automation, as well as families of financial, manufacturing and human
resource applications. Oracle products are available on PCs,
minicomputers and mainframes, and ORACLE is the first and only open
relational database to run on massively parallel supercomputers.
The company offers its products, along with related consulting,
education and support services, in 92 countries around the world.
Oracle is a publicly held corporation whose shares are traded on
NASDAQ/NMS with ticker symbol ORCL.
For further information about Oracle, call Oracle Investor
Relations at (415) 506-4300, or write to Oracle Corporation Investor
Relations, Box 659506, 500 Oracle Parkway, Redwood City, CA 94065.
( 2 )
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