Oracle Corporation (NYSE:ORCL) entered into a definitive agreement to acquire OPOWER, Inc. (NYSE:OPWR) from Accel Partners, Kleiner Perkins Caufield & Byers and others for approximately $550 million in cash on May 1, 2016. Oracle will pay $10.3 per share in cash. All unvested options and restricted stock units shall be exchanged with options and restricted units of Oracle. All vested options and RSUs shall be paid cash. Under specified circumstances, OPOWER will be required to pay Oracle Corporation a termination fee of $20 million. Oracle Corporation has agreed to commence the Offer as promptly as reasonably practicable from the date of the agreement (but in no event later than twelve business days from the date of the merger agreement). Concurrent with the execution of the agreement, on May 1, 2016, each director and executive officer of Opower entered into support agreement to tender their shares.

The Board of Directors of Opower has unanimously approved the transaction. The transaction is subject to Opower's stockholders tendering a majority of Opower's outstanding shares and derivative securities exercised prior to the closing of the tender offer, consummation of offer, certain regulatory approvals, anti-trust and other customary closing conditions and is expected to close in 2016. As of May 17, 2016, the deal was granted early termination by FTC. Joshua Holian of Latham & Watkins LLP acted as legal advisor to Oracle Corporation (NYSE:ORCL).

Keith Flaum, James Griffin, Mei Dan and Marissa Cohn of Weil, Gotshal & Manges LLP acted as legal advisors to Oracle. Richard A. Kline, Andrew H. Goodman, Stuart M. Cable, Lynda Galligan and Lillian Kim of Goodwin Procter LLP acted as legal advisors to Opower. Martin Wolf LLC acted as financial advisor for OPOWER, Inc. Morgan Stanley acted as advisor to OPOWER. Innisfree M&A Incorporated acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository for Oracle. Qatalyst Partners will be paid approximately $12 million, $0.075 million of which was payable upon the execution of its engagement letter, approximately $2.5 million of which became payable upon delivery of its opinion and the remaining portion of which will be paid upon completion.

Oracle Corporation (NYSE:ORCL) completed the acquisition of OPOWER, Inc. (NYSE:OPWR) from Accel Partners, Kleiner Perkins Caufield & Byers and others on June 14, 2016. Each of Daniel Yates, Alex Laskey, Mark McLaughlin, Dipchand Nishar, Gene Riechers, Marcus Ryu and Jon Sakoda resigned from his respective position as a member of the Board of Directors. Brian S. Higgins has appointed as the sole member of the Board of Directors of OPOWER.