CERNER CORPORATION

(CERN)
Delayed Nasdaq  -  04:00 2022-06-07 pm EDT
94.92 USD   -0.05%
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Oracle Corporation completed the acquisition of Cerner Corporation.

06/08/2022 EDT

Oracle Corporation (NYSE:ORCL) made an offer to acquire Cerner Corporation (NasdaqGS:CERN) for $28.2 billion on December 20, 2021. Oracle has agreed to commence a cash tender offer to acquire all of the shares of Cerner's common stock for a purchase price of $95 per share. Cerner will be Oracle's anchor asset to expand into healthcare and together we will improve medical care for individuals and communities around the world. The closing of the transaction is subject to receiving certain regulatory approvals and satisfying other closing conditions including Cerner stockholders tendering a majority of Cerner's outstanding shares in the tender offer. At the Closing, Parent will have sufficient cash, available lines of credit or other sources of immediately available funds to enable Parent to pay the aggregate Offer Consideration and the aggregate Merger Consideration and to perform its obligations with respect to the transactions contemplated by this Agreement. Cerner shall pay to Oracle, within two (2) Business Days after such termination, a fee in an amount equal to $950 million, or approximately 3.4% of the equity value of Cerner. On March 8, 2022, Oracle entered into a $15.7 billion delayed draw term loan credit agreement (the Bridge Credit Agreement), which provides for an unsecured $15.7 billion, 364 -day term loan commitment (the Bridge Facility) to Oracle, subject to the satisfaction of certain customary conditions. Bridge financing will be used to finance the acquisition of Cerner, repay certain indebtedness of Cerner or its subsidiaries in connection with such acquisition, and to pay related fees and expenses. The Boards of Directors of Oracle and Cerner have approved the transaction and have declared its advisability and determined that it is in the best interests of their respective stockholders. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the transaction expired on February 22, 2022. As of June 1, 2022, all required antitrust approvals have been obtained for its proposed acquisition including European Commission clearance. The transaction is expected to close in calendar year 2022. As of January 19, 2022, the Offer is initially scheduled to expire at the end of the day on February 15, 2022. At the end of the day on February 10, 2022, approximately 14.6 million shares had been validly tendered into and not validly withdrawn from the tender offer, representing approximately 3.8% of the outstanding shares. As of February 11, 2022, expiration date of tender offer for Cerner corporation shares extended to March 16, 2022. As of March 15, 2022, expiration date of tender offer for Cerner corporation shares extended to April 13, 2022, unless further extended. As of April 11, 2022, expiration date of tender offer for Cerner corporation shares extended to May 11, 2022, unless further extended. As of May 10, 2022, expiration date of tender offer for Cerner Corporation shares have been extended to June 6, 2022. As of June 6, 2022, the tender offer and the withdrawal rights expired. Approximately, 194.82 million shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 66% of the outstanding Shares. The validly tendered shares satisfied the Minimum Condition to the Offer. All conditions to the Offer having been satisfied or waived, the tendered shares were accepted for payment by Oracle. As of June 7, 2022, the transaction is expected to close on June 8, 2022. Oracle Corporation expects the acquisition to be immediately accretive to Oracle's earnings on a non-GAAP basis in the first full fiscal year after closing and contribute substantially more to earnings in the second fiscal year and thereafter. Peter van der Goes, James Sinclair and Michael Guarino of Goldman Sachs & Co. LLC and Blair Effron of Centerview Partners LLC acted for Cerner Corporation also provided the fairness opinion, Keith Flaum, Christopher Moore, Tiffany P. Posil and Matthew Eisler of Hogan Lovells US LLP acted for Oracle Corporation while Mark Gerstein, James Beaubien, Christopher Drewry, Amanda Reeves, Ian Conner, Hector Armengod, Michelle Carpenter, Heather Deixler, Maria Pilar Hoye, Aron Potash, Meredith Monroe, Cindy Caillavet Sinclair, Dean Baxtresser, Kyle Jefcoat, Daniel Settelmayer, David Kuiper, Michele Johnson, Colleen Smith, Kim Boras, Brent Epstein and Grace Lee of Latham & Watkins LLP acted as legal advisors to Cerner Corporation. Andrea Agathoklis Murino, Brian Higgins and Rik Gadhia of Kirkland & Ellis LLP are providing antitrust counsel to Oracle. Innisfree M&A Incorporated acted as information agent to Cerner Corporation. Computershare Trust Company, N.A. acted as transfer agent to Cerner Corporation. The engagement letter between Cerner and Goldman Sachs provides for an aggregate fee that is estimated, based on the information available as of the date of announcement, at $65 million, all of which is contingent upon consummation of the proposed transactions. Clifford Chance acted as advisor on merger control and foreign direct investment filings outside of the US. Oracle Corporation (NYSE:ORCL) completed the acquisition of Cerner Corporation (NasdaqGS:CERN) on June 8, 2022. 194,816,290 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 66.0% of the outstanding Shares (not including 9,464,299 Shares delivered through Notices of Guaranteed Delivery, representing approximately 3.2% of the outstanding Shares). The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfied the condition to the Offer that there be validly tendered (and not validly withdrawn) prior to the Expiration Time a number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guaranteed delivery procedures) that, together with any Shares owned by Oracle, Parent or Purchaser, represents a majority of the aggregate number of Shares issued and outstanding immediately prior to the first time Purchaser accepts any Shares for payment pursuant to the Offer. Cerner will continue as wholly owned subsidiary of Oracle.


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Managers and Directors
Dorian Estelle Daley President
Mark J. Erceg Chief Financial Officer & Executive Vice President
Jerome Labat Chief Technology Officer & Executive VP
Eva L. Karp Chief Clinical & Patient Safety Officer, Senior VP
Nasim Afsar Chief Health Officer
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