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[Posted on November 21, 2007 - 2:17 PM]
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In another sign that enterprise software maker BEA Systems Inc. [BEAS] played its cards wrong playing hardball with Oracle Corp. [ORCL], Hewlett-Packard Co. [HP] on Wednesday said it has no interest in buying BEA. That update, from HP senior vice president Tom Hogan, follows the expiration of Oracle's $17 per share bid, or or $6.6 billion, which BEA rejected last month when it said it was worth at least $21 per share.

HP's comments underscore that there are few, and maybe no, white knights to rescue BEA from Oracle's clutches. Hogan said HP prefers to keep BEA as a partner. "The problem with BEA [is that] I think we would lose our agnostic position and a lot of advantage in the marketplace," he said in an interview with Reuters. "Strategically, I think it has a lot of risk associated with it."

If BEA was hoping to set off a bidding war when it held out for $4 a share more than Oracle wanted to pay, it isn't getting what it bargained for. When the company held a conference call to discuss its third-quarter results last week, analysts grilled the middleware maker about how it had arrived at the $21 per share valuation. No one came out and said it, but as BEA executives offered imprecise explanations citing "the usual" valuation methods, analysts' continued questions seemed to suggest skepticism that BEA had arrived at that number in a scientific way.

This kind of bluster, of course, is great for a hot tech property. But BEA is no Facebook Inc.; the danger for the software company is that it's no Peoplesoft Inc., either. No one seems eager to buy the company at anything but a bargain price, but as executives insisted last week that they remain interested in all strategic alternatives, the company finds itself in the position of waiting and hoping a buyer will come forward.

Trading today at roughly $15.40 per share, BEA stock is well below Oracle's offer price, and some believe the stock has further to fall. In a research report issued after BEA reported earnings last week, Bear Stearns analyst John DiFucci valued the company at $10 to $14 per share, excluding without any acquisition premium.

DiFucci noted that while BEA's recent results came in above forecasts, its license revenues--a key measure of growth for any software company-- actually declined from the prior year. "We do not view BEA as a growth company and we haven't for some time," he wrote, noting that BEA seems to be adjusting its overall spending structure for lower levels of growth. - Andrea Orr

See Oct. 26 story from TheDeal.com
See Nov. 21 story from Reuters
See Nov. 16 post from Tech Confidential



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