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January 16, 2008, 6:43 pm · By Adam Lashinsky, Senior Editor at Large

Of software, debt and Larry Ellison

I posted some insta-analysis on Oracle’s (ORCL) acquisition of BEA Systems (BEAS) this morning and distributed it among my network of friends and contacts. Their responses were interesting — and worth sharing.

One friend, a sharp-eyed historian, likened Larry Ellison’s role in enterprise software to J.P. Morgan’s consolidation of U.S. banks a century ago.

Morgan was a consolidator and rationalizer of maturing industries after a period of excess. He didn’t innovate, used his balance sheet as a competitive advantage and was a force for order. Also, he was way into big boats.

I didn’t know about the boats!

A keen small-business owner who toils far from Silicon Valley weighed in thusly:

I’m not exactly plugged in to the enterprise software market, but I didn’t realize that there were rumblings that it was dead. I think there is always going to be a market for an enterprise system that avoids the hassles, expense, and risk of integrating individual packages that are selected for each function (e.g., manufacturing, distribution, accounting, HR, etc.). Microsoft and perhaps SAP (SAP) have been smart to realize that they have a large middle-market opportunity because that market is traditionally underserved by the all-in-one concept. But I’m not aware of all of Oracle’s moves in the big company arena, and it sounds like they’ve done well to focus there. Also, I would agree with the statement that technology companies (and other high-growth industries) aren’t doing themselves a favor in terms of stock price or fueling growth if they just sit on cash (and sitting on the cash sends a signal that management isn’t good at identifying new growth projects, which depresses the stock further). As you know, this has been a criticism of Microsoft (MSFT) for many years, and I’m not sure if they’ve fully addressed it.

A correspondent of mine who is a true tech guy inside a really big diversified company had this guidance on the relative deadness of enterprise software:

Of course it isn’t dead, but it is simply a very mature business with not the extreme hyper-growth of 5-10 years ago. The dynamics of a mature industry are different than a nascent one, and the movement to a “gorilla game” is natural as a segment evolves.

A tech lawyer I know – but haven’t seen in ages! – quibbled with my praise of Ellison’s vision:

Not sure I agree with you. The spotting of trends can outpace reality by a couple decades or more. Wouldn’t you have thought that Toyota (TM) would have passed Ford (F) in the US twenty years ago, not this year? Same with Toyota passing GM globally. This dissonance is true even in faster moving tech. Why did it take AOL so long for its market share to erode? It held on for 6 or 7 years longer than the shorts (who got killed on AOL) thought they could, given the rise of broadband.

Another legal eagle who knows his bits and bytes had this to say:

Enterprise software may not be dead, but it is also pretty cyclical, right? Also, there’s a downside to tech companies overborrowing. If they get too aggressive they will stray from the ’stick with the business you know’ observation you make about Oracle overall. Finally, what is Oracle’s batting average in spending that $25 billion. In other words, how many dogs did it buy?

Good question! Thanks everyone.

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January 16, 2008, 10:42 am · By Adam Lashinsky, Senior Editor at Large

What Larry wants, Larry gets

A few weeks ago, when Oracle (ORCL) reported fine quarterly results, the company said it was no closer to persuading the board of BEA Systems (BEAS) to accept its earlier takeover offer. Clearly, Larry Ellison’s minions don’t quit easily. Instead, Oracle announced Wednesday it would acquire BEA for $8.5 billion, or about $7.2 billion when you subtract out the cash on BEA’s balance sheet.

A few lessons here. Pundits will say that business software increasingly is a game played only by the biggest of the big. That list that includes Oracle, Microsoft (MSFT), SAP (SAP) and three companies long known more for their hardware than software: IBM (IBM), Hewlett-Packard (HPQ) and Sun Microsystems (JAVA), which announced Wednesday a smaller acquisition of the Swedish database software maker MySQL. But, while the giants dominant the business software market, startups continue to flourish, especially of the Web variety. Salesforce.com (CRM) and NetSuite (N) are two good examples. (Though, what’s this? NetSuite’s IPO bubble appears to have sprung a bit of a leak.)

A second lesson: Silicon Valley companies that refuse to adhere to modern financial theory become takeover bait. BEA is a solid cash generator whose growth has slowed. That’s what attracted raider Carl Icahn, who saw value in BEA’s stalled shares. The fact that BEA had more than a billion dollars of cash and a mere $20 million in debt shows that it suffers from a common tech-company disease: a failure to use its balance sheet to reward shareholders. (BEA’s debt-to-equity ratio, according to Yahoo Finance, is a mere 1.4 percent; By comparison, Oracle’s is a far more aggressive 32 percent.)

Here’s the final lesson. Larry Ellison gets what he wants in the end. The seer of Silicon Valley has long been quickly dismissed for picking unneccessary fights with Microsoft earlier in his career and for his flamboyant lifestyle. While Microsoft has been battling Google (GOOG), Oracle trained its balance-sheet guns on the business it knows best, spending $25 billion in the process. The results have been impressive.

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