Monday, October 29, 2007

Time appears on Oracle's side in increasingly spooky BEA bid

It's getting late, many couples have embraced and moved on to the snug parlor. One pretty but aging player stands on the dance floor, and only one partner so far has stepped onto the parquet with an outstretched hand.

As the music winds down, as the richer prospects don't appear at the ball, our player still chooses to wait for sweeter succor. The grinning suitor pulls the hand back a bit, yet remains poised on the floor ... waiting as the night grows cold, waiting as the crowd thins, knowing that time must surely be on their side.

And so we have the Oracle solicitation of BEA Systems. By its actions, the BEA board's decision not to take Oracle's offer of $17 per share -- yet not to entirely dismiss the offer -- has left BEA in a limbo state that will only deteriorate its chances as time goes on. Activist investor Carl Icahn holds the orchestra's baton, and has let it be known that the music cannot go on much longer.

Even as ICahn has called to place our belle up for crass auction, another bell tolls for BEA. That is, as the quarter wears on and BEA's sales and business development activities are soured by the specter of a pending ownership change, the value of the company will probably begin to trail off, and could plunge.

Why? Because all of BEA's competitors -- not the least of which are IBM and Red Hat -- will be making merry mischief in the enterprise accounts. While Oracle and BEA stare each other down on the metaphorical dance floor, the whisperings of FUD are getting louder and clearer in the background.

How many contracts will be put on hold until this clears up? How many fewer BEA salespeople will make their numbers this quarter while the intrigue persists? How many savvy IT buyers will demand aggressive terms to close sooner rather than later?

BEA is between a rock and hard place, and time will only benefit Oracle, which knows the game well and has proven its tenacity and cunning in the not-distant past with PeopleSoft and Siebel. Tick tock, The Raven ... Poe's slow creep of inevitability and the dank chill of nevermore harsh reality.

If BEA spurns Oracle too much, and any deal appears entirely lost, the BEA stock plunges back down toward $11 per share, or an awkward auction. That's the rock. The hard place is that as Oracle stays in the game but refuses to budge from its $17 per share offer for weeks and weeks, with enough time for the short-term market conditions to work their decomposition effects against BEA. If its sales and pipeline numbers flag as it nears its next quarterly SEC filings, Oracle may be able to set its offer even lower. Investors may flee, driving the price down more. Oracle retracts and offers lower. And so on. BEA will simply be worth less over time. Investors will demand clarity.

To rescue itself from this fate, if BEA works the street hard to prop up sales in the near terms, it will have to do so with incentives and price-cuts -- which will hurt revenues while propping up contracts and deals. Tick Tock ... nevermore. The result in investors eyes will be nearly the same.

Yes, BEA only has a limited period of time to play hard to get. And that time is only in the matter of weeks or very few months. During that time, Oracle has no downside but to wait, watch, make mischief in the field -- and let IBM, TIBCO, Red Hat, and Microsoft do the rest ... nevermore.

The BEA salesepeople, whose near-term diligence may only pay off in the form of a pink slip anyway, are especially vulnerable. How will they respond? Is this dance actually on the parquet of the Titanic for them?

Without the outside chance of a white knight swooping in to pluck Belle BEA off of the dance floor of discontent, Oracle is a Halloween trick that remain less likely to further tempt with additional treats. And Oracle will still get what it wants, probably at an even better price. It is a spooky time for BEA, to be sure ... nevermore.