UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

 

 

Filed by the Registrant  ¨                    Filed by a Party other than the Registrant  x
Check the appropriate box:
¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
¨		Definitive Additional Materials
x		Soliciting Material Pursuant to §240.14a-12

Acme Packet, Inc.

(Name of Registrant as Specified In Its Charter)

Oracle Corporation

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

---

		Filed by Oracle Corporation
		Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
		Subject Company: Acme Packet, Inc.
		Commission File No.: 001-33041

 

Oracle Buys Acme Packet

Adds Session Border Control Technology to Oracle’s Leading Communications Industry Offering to Speed the Deployment of All-IP Networks

REDWOOD SHORES, Calif., February 4, 2013 – Oracle today announced that it has entered into an agreement to acquire Acme Packet (NASDAQ: APKT), the leading global provider of session border control technology for $29.25 per share or approximately $1.7 billion, net of Acme Packet’s cash. Acme Packet enables the trusted, first-class delivery of next-generation voice, data and unified communications services and applications across IP networks. The company’s solutions are deployed by more than 1,900 service providers and enterprises globally, including 89 of the world’s top 100 communications companies.

“The proposed acquisition of Acme Packet is another important piece in Oracle’s overall strategy to deliver integrated best-in-class products that address critical customer requirements in key industries,” said Oracle President Mark Hurd. “The addition of Acme Packet to Oracle’s leading communications portfolio will enable service providers and enterprises to deliver innovative solutions that will change the way we interact, conduct commerce, deliver healthcare, secure our homes, and much more.”

The combination of Oracle and Acme Packet is expected to accelerate the migration to all-IP networks by enabling secure and reliable communications from any device, across any network. Users are increasingly connected and expect to communicate anytime and anywhere using their application, device, and network of choice. Oracle Communications along with Acme Packet can help service providers and enterprises meet these demanding requirements by delivering an end-to-end portfolio of technologies that will support the deployment, innovation and monetization of all-IP networks.

The Board of Directors of Acme Packet has unanimously approved the transaction. The transaction is expected to close in the first half of 2013, subject to Acme Packet stockholder approval, certain regulatory approvals and other customary closing conditions.

“The communications industry is undergoing a dramatic shift as users become more connected and dependent on mobile applications and devices. Service providers and enterprises need a comprehensive communications solution that will enable them to more effectively engage with their customers,” said Bhaskar Gorti, Senior Vice President and General Manager, Oracle Communications. “This combination will enable secure and reliable delivery of real-time interactive communications through the most comprehensive, best-in-class communications portfolio in the industry.”

“Acme Packet brings deep domain expertise and proven, mission-critical solutions to enable all-IP networks,” said Andy Ory, Chief Executive Officer, Acme Packet. “Together with Oracle, we expect to provide customers with purpose-built, innovative solutions to accelerate the deployment of all-IP networks and help deliver a consistent experience across all services, devices and networks.”

---

More information about this announcement is available at http://www.oracle.com/acmepacket.

About Oracle

Oracle engineers hardware and software to work together in the cloud and in your data center. For more information about Oracle (NASDAQ:ORCL), visit http://www.oracle.com.

Trademarks

Oracle is a registered trademark of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Oracle and Acme Packet, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Acme Packet, anticipated customer benefits and general business outlook. When used in this document, the words “anticipates,” “can,” “will,” “look forward to,” “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Acme Packet, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Acme Packet may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Acme Packet.

In addition, please refer to the documents that Oracle and Acme Packet, respectively, file with the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and Acme Packet’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor Acme Packet is under any duty to update any of the information in this document.

Oracle is currently reviewing the existing Acme Packet product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Acme Packet’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Acme Packet or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. It is intended for informational purposes only, and may not be incorporated into any contract.

---

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Acme Packet will file a proxy statement with the SEC. Additionally, Acme Packet and Oracle will file other relevant materials in connection with the proposed acquisition of Acme Packet by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Oracle, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Andes Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition LLC, and Acme Packet. The materials to be filed by Acme Packet with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Acme Packet are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Oracle, Acme Packet and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Acme Packet stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Acme Packet’s participants in the solicitation, which may, in some cases, be different than those of Acme Packet’s stockholders generally, is set forth in the materials filed by Acme Packet with the SEC, and will be set forth in the proxy statement relating to the merger when it becomes available.

 

Contact Info
Carol Sato		Ken Bond
Oracle Corporate Communications		Oracle Investor Relations
+1 650.633.5551		+1 650.607.0349
carol.sato@oracle.com		ken.bond@oracle.com

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

		Filed by Oracle Corporation
		Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
		Subject Company: Acme Packet, Inc.
		Commission File No.: 001-33041

 

Overview and Frequently Asked Questions

 

 

Over view

Oracle Buys Acme Packet

Adds Session Border Control Technology to Oracle’s

Leading Communications Industry Offering to Speed the

Deployment of All-IP Networks

 

---

2

 

 

 

 

 

Copyright © 2013, Oracle and/or its affiliates. All rights reserved. Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.		1300XXXX

 

---

		Filed by Oracle Corporation
		Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
		Subject Company: Acme Packet, Inc.
		Commission File No.: 001-33041

Oracle Customers and Partners,

On February 4, 2013, Oracle announced that it has agreed to acquire Acme Packet, the global provider of session border control technology for service providers and enterprises. The proposed transaction is subject to Acme Packet stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close in the first half of 2013. Until the deal closes, each company will continue to operate independently, and will operate its business as usual.

Users are becoming increasingly connected and expect to communicate anytime and anywhere using their application, device, and network of choice. In order to deliver trusted, interactive communications, service providers and enterprises are deploying all-IP networks which can combine the quality and reliability of traditional telephony networks with the low cost and service innovation benefits of the Internet.

Acme Packet enables trusted, first-class delivery of next-generation voice, data and unified communications services and applications across IP networks for service providers and enterprises. The company’s solutions are deployed by more than 1,900 service providers and enterprises globally, including 89 of world’s top 100 communications companies.

Oracle plans to make Acme Packet a core offering in its Oracle Communications portfolio to enable customers to more rapidly innovate while simplifying their IT and network infrastructures. Service providers are expected to be able to differentiate and monetize offerings through secure and reliable IP-based communications from any device, across any network. We also anticipate enterprise customers will be able to more effectively engage customers, deliver more innovative applications, and improve employee productivity. This combination is expected to provide our partners with an expanded portfolio of world-class solutions to help them create even greater value for their customers.

Acme Packet management team and employees are expected to join the Oracle Communications Global Business Unit after the transaction closes.

For more information please visit oracle.com/acmepacket.

Thank you for your continued support.

Regards,

Bhaskar Gorti

Senior Vice President and General Manager

Oracle Communications

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Oracle and Acme Packet, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Acme Packet, anticipated customer benefits and general business outlook. When used in this document, the words “anticipates,” “can,” “will”, “look forward to,” “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Acme Packet, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Acme Packet may be adversely affected by other economic, business, and/or competitive

---

factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Acme Packet.

In addition, please refer to the documents that Oracle and Acme Packet, respectively, file with the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and Acme Packet’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor Acme Packet is under any duty to update any of the information in this document.

Oracle is currently reviewing the existing Acme Packet product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Acme Packet’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Acme Packet or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. It is intended for informational purposes only, and may not be incorporated into any contract.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Acme Packet will file a proxy statement with the SEC. Additionally, Acme Packet and Oracle will file other relevant materials in connection with the proposed acquisition of Acme Packet by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Oracle, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Andes Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition LLC, and Acme Packet. The materials to be filed by Acme Packet with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Acme Packet are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Oracle, Acme Packet and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Acme Packet stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Acme Packet’s participants in the solicitation, which may, in some cases, be different than those of Acme Packet’s stockholders generally, is set forth in the materials filed by Acme Packet with the SEC and will be set forth in the proxy statement relating to the merger when it becomes available.