Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 3
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
HYPERION
SOLUTIONS CORPORATION
(Name
of subject company (Issuer))
ORACLE
CORPORATION
HOTROD
ACQUISITION CORPORATION
(Names
of Filing Persons (Offerors))
Common
Stock, $0.001 par value per share
|
|
44914M104
|
|
(Title
of classes of securities)
|
|
(CUSIP
number of common stock)
|
|
Daniel
Cooperman, Esq.
Senior
Vice President, General Counsel & Secretary
Oracle
Corporation
500
Oracle Parkway
Redwood
City, California 94065
Telephone:
(650) 506-7000
(Name,
address, and telephone number of person authorized to receive notices and
communications on behalf of Filing Persons)
Copies
to:
William
M. Kelly, Esq.
Davis
Polk & Wardwell
1600
El Camino Real
Menlo
Park, California 94025
Telephone:
(650) 752-2000
CALCULATION
OF FILING FEE
Transaction
Valuation(1)
|
|
Amount
of Filing Fee(2)
|
$3,284,098,267
|
|
$100,822
|
(1)
|
Estimated
for purposes of calculating the filing fee only. The transaction
valuation
was calculated based on the offer to purchase all of the outstanding
shares of common stock of Hyperion Solutions Corporation at a purchase
price equal to $52.00 per share and 59,178,935 shares issued and
outstanding, outstanding options with respect to 6,976,971 shares
(with a
weighted average exercise price of $26,67) and outstanding restricted
share units with respect to 578,211 shares, in each case as of February
27, 2007, as represented by Hyperion Solutions Corporation.
|
(2)
|
The
amount of filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, is calculated by multiplying
the transaction valuation by 0.0000307.
|
x
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the form
or schedule and the date of its filing.
|
Amount
Previously Paid:
|
|
$100,822
|
|
Filing
Party:
|
|
Oracle
Corporation, Hotrod Acquisition Corporation
|
Form
of Registration No.:
|
|
Schedule
TO
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|
Date
Filed:
|
|
March
9, 2007
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of the tender offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
|
x
|
third
party tender offer subject to Rule 14d-1
|
|
o
|
issuer
tender offer subject to Rule 13e-4
|
|
o
|
going
private transaction subject to Rule 13e-3
|
|
o
|
amendment
to Schedule 13D under Rule 13d-2
|
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: o
This
Amendment No. 3 to the Tender Offer Statement on Schedule TO (this
“Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on
April 16, 2007, amends and supplements the Tender Offer Statement on
Schedule TO filed on March 9, 2007 (the “Schedule TO”) and relates to the
offer by Hotrod Acquisition Corporation, a Delaware corporation (the
“Purchaser”) a wholly-owned subsidiary of Oracle Corporation, a Delaware
corporation (“Oracle”), to purchase all outstanding shares of Common Stock, par
value $0.001 per share, and the associated preferred stock purchase rights
(together, the “Shares”) of Hyperion Solutions Corporation, a Delaware
corporation (“Hyperion”), at a purchase price of $52.00 per Share in cash,
without interest thereon, less any required withholding taxes, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
March 9, 2007 (the “Offer to Purchase”), and the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments
or
supplements thereto, collectively constitute the “Offer”). Capitalized terms
used and not defined herein shall have the meanings assigned such terms in
the
Offer to Purchase.
The
information in the Offer to Purchase and the related Letter of Transmittal
is
incorporated in this Amendment by reference to all of the applicable items
in
the Schedule TO, except that such information is hereby amended and supplemented
to the extent specifically provided herein.
Items
8 and 11. Interest in Securities of the Subject Company; Additional Information.
Items
8
and 11 of the Schedule TO are hereby amended and supplemented by adding the
following text thereto:
“The
initial period of the Offer expired at 5:00
p.m.,
New York City time, on Friday, April 13, 2007.
According to Citibank, N.A., the depositary for the Offer, as of 5:00
p.m.,
New York City time, on Friday, April 13, 2007,
55,440,647 Shares were tendered pursuant to the Offer and not withdrawn
(including 5,535,400 Shares which were tendered pursuant to the guaranteed
delivery procedures set forth in the Offer to Purchase), representing
approximately 91.7% of all outstanding Shares. The Purchaser has accepted for
payment all Shares that were validly tendered and not withdrawn.
On
April
13, 2007, Oracle announced the results of the Offer and commencement of a
subsequent offering period for all remaining untendered Shares expiring at
5:00
p.m., New York City time, on Wednesday, April 18, 2007. During the subsequent
offering period, holders of Shares who did not previously tender their Shares
into the Offer may do so and will promptly receive the same purchase price
to be
paid pursuant to the Offer of $52.00 per Share in cash, without interest
thereon, less any required withholding taxes. The procedures for accepting
the
Offer and tendering Shares during the subsequent offering period are the same
as
those described for the Offer in the Offer to Purchase except that (i) the
guaranteed delivery procedures may not be used during the subsequent offering
period and (ii) Shares tendered during the subsequent offering period may not
be
withdrawn. A copy of the press release announcing results of the offer and
commencement of the subsequent offering period is filed as Exhibit (a)(5)(iv)
hereto.
Pursuant
to the Merger Agreement, each Director of Hyperion, other than Mr. Maynard
Webb
and Ms. Terry Carlitz, submitted letters of resignation from the board of
directors of Hyperion and each of its subsidiaries effective as of April 14,
2007. On April 14, 2007, the Board of Directors of Hyperion appointed Messrs.
Lawrence I. Ellison, Jeffrey O. Henley, Charles E. Phillips, Jr., Daniel
Cooperman and Eric R. Ball and Ms. Safra A. Catz as directors of Hyperion.
Such
individuals were designated for appointment as directors by Oracle pursuant
to
the Merger Agreement, and their appointment provides Oracle with majority
representation on the Board of Directors of Hyperion.”
Item 12.
Exhibits.
Item 12
is hereby amended and supplemented by adding the following exhibit:
“(a)(5)(iv)
Press release issued by Oracle on April 13, 2007.”
After
due
inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
Dated:
April 16, 2007
HOTROD
ACQUISITION CORPORATION
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By:
/s/ Daniel Cooperman
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Daniel
Cooperman
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President
and Chief Executive Officer
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ORACLE
CORPORATION
|
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By:
/s/ Daniel Cooperman
|
Daniel
Cooperman
|
Senior
Vice President, General Counsel and
Secretary
|
EXHIBIT
INDEX
(a)(5)(iv)
Press release issued by Oracle on April 13, 2007.