The firm is investigating the proposed acquisition of MICROS Systems, Inc. (Symbol: MCRS; cusip 594901100), a provider of enterprise information solutions to the hospitality industry, by Oracle Corp. The acquisition is valued at $68/share, or $5.1 billion in total. This represents an 18% premium to the closing price on June 16th, a day before press reports circulated about an impending deal. After considering the $658 million in cash that Micros has on its balance sheet at March 31st, the net cost to Oracle is only $59/share.

When considering the $9/share in cash that Oracle gets in its acquisition, the deal is priced at 17 times Micro’s earnings before interest, taxes, depreciation and amortization (EBITDA). This pales in comparison to the 22 times EBITDA multiple that Bloomberg reports for similar transactions in the recent years. In addition, the 18% premium is on the low side for previous deals in the space.

The transaction is structured as a tender offer which has yet to commence. Officers and directors (hold 5%) and “certain stockholders” have agreed to support the agreement, though there was no specific mention of the percentage.

If you are a current shareholder and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.

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