Oracle Corporation (NasdaqGS:ORCL) entered into an agreement to acquire Acme Packet, Inc. (NasdaqGS:APKT) from Franklin Advisers, Inc., Menlo Ventures, Canaan Partners and other investors for $2 billion in cash on February 4, 2013. Oracle Corporation will acquire all the outstanding shares of Acme Packet at an offer per share of $29.25. Each Acme stock option will be assumed by Oracle and converted automatically into an option denominated in shares of Oracle common stock. As reported, before closing of the transaction, Oracle Corporation and Acme Packet will continue to operate independently, and will operate its business as usual. Acme Packet will pay a termination fee of $66 million if Acme accepts a superior acquisition proposal. Acme Packet management team and employees are expected to join the Oracle Communications Global Business Unit after the transaction closes.

Concurrently with entering into the merger agreement, the Directors and certain executive officers of Acme entered into voting agreements with Oracle pursuant to which they agreed to vote their shares of Acme common stock in the transaction. The transaction is subject to approval by shareholders of Acme Packet, certain regulatory approvals, antitrust approval, receipt of other required foreign antitrust approvals and other customary closing conditions. The transaction has been approved by Board of Directors of Oracle Corporation and unanimously approved by Board of Directors of Acme Packet. The transaction is expected to close by June 30, 2013. On February 15, 2013, verbal notice from the FTC of early termination of the HSR Act waiting period was received.

Qatalyst Partners LP acted as financial advisor and Julio Vega, John Utzschneider, Amy Mugherini, Laurie Cerveny, Kevin Hughes, Adam Virgadamo, Carline Durocher, Iciar Garcia, Katerina Papacosma, Jeanie Cogill, Bill Berkowitz, Jeff DuRocher, Doug Schwarz, Mark Robinson, Ed Kirsch and Alison Silveira of Bingham McCutchen LLP acted as legal advisor for Acme Packet, Inc. Keith Flaum of Weil, Gotshal & Manges LLP acted as legal advisor for Oracle Corporation. David C. Karp, Ronald C. Chen and Francis J. Stapleton IV of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Qatalyst Partners LP. Karen Silverman of Latham & Watkins LLP acted as legal advisor for Oracle Corporation. Acme Packet, Inc. will pay Qatalyst Partners LP approximately $31.5 million, $100,000 of which was payable upon execution of such engagement letter and $5 million of which was payable upon delivery of its opinion, and the remaining portion of which will be paid upon, and subject to, consummation of a merger. Dorian Daley acted as general counsel for Oracle. Sean Belanga, Sayoko Blodgett-Ford, and Anthony Decicco of GTC Law Group acted as legal advisor to Oracle.

Oracle Corporation (NasdaqGS:ORCL) completed the acquisition of Acme Packet, Inc. (NasdaqGS:APKT) from Franklin Advisers, Inc., Menlo Ventures, Canaan Partners and other investors on March 28, 2013. Acme Packet got delisted from NASDAQ on March 28, 2013. As per the agreement, Gary J. Bowen, David B. Elsbree, Robert C. Hower, Patrick J. Melampy, Russell Muirhead, Andrew D. Ory, and Robert G. Ory resigned from his respective position as a member of the Board of Directors. Alliance Advisors, LLC acted as proxy solicitor to Acme Packet for a fee of $8,000.