Sun CEO Jonathan Schwartz的內部信
今日Sun/Oracle的聲明：
這是我寫過的最艱難的一封信。
這一刻也讓Sun在工業界中最具有希望的未來。
27年來，Sun代表了勇氣、創新、開拓道路和創造未來的自愿精神。不管我們進步抑或失敗，我們仍然致力于這些夢想，并且致力于使得我們與眾不同的研發工作。我們致力于數十年的追求，從世界上最強大的數據中心操作系統的進化到世界上最先進的多核微電子產品。我們從來都不曾走開，致力于商業模型的大規模改造，技術范疇的定義和新的市場路徑。
由于Sun的無比的才能，我們為整個工業界貢獻了我們的人才和技術，培養出了眾多杰出的公司和市場成功經驗。我們的產品和服務驅動了新藥品的研發、社會化媒體的轉換和對我們周圍的世界和市場更好的理解?？傊?，面對一個變化迅速的市場和全球經濟，我們一直在進行持續的變革。我們從不曾走開，致力于迎接挑戰 ——或者是迎接機會。
所以我們今天在旅途中向前走了一步，但是是不同的一步——這個周末我們宣布，董事會和我確認Oracle以每股9.5美金的形式現金收購Sun Microsystems。董事會的所有成員現在正在開會，討論收購事宜并進行投票，這次交易堅持完全的市場轉化——將兩個有著很長的共同工作歷史的公司合并，產生一個新的統一的未來夢想。
Oracle對Sun的興趣非常明晰——他們渴望幫助客戶簡化開發、部署和操作高價值商業系統，從所有的應用到數據中心。通過收購Sun，Oracle將以最佳的位置幫助客戶解決最復雜的關于業務運行的技術問題。
對于我而言，這次收購行為將通過創建一個有重大影響、具有最好的專家和創新的公司以重新定義工業界，重新設定競爭環境。Oracle/Sun組合將培育一個世界上最充沛、最有影響的開發者社區，將加速存儲、網絡和計算的結合，并且將最強大的和最有價值的商業和技術軟件帶給全世界。
我并不依據想象認為這個聲明會是路程的終止。我認為這是通向另外一個道路的第一步。這個道路使得我們和我們的創造被引向一個更廣闊的市場，并使得我們在這個世界上所扮演的角色更普世。今天宣布了這項交易，并且通過審查和股東通過需要花費數月時間。在交易完成之前，我們仍然是一個單獨的公司，并且獨立運作。不管交易需要花多長時間，世界已經從今天開始改變了。
需要指出的是，改變世界的不是收購本身——而是兩個公司的成員。通過和Oracle進行了相當時間的交談，使得我可以向你保證，他們只關注我們不出現在財務決算上的資產——我們的人員。這是他們最高的優先級別——創建一個激發興趣和創造力的環境，使我們最聰慧的想法仍然能繼續創新和開拓未來。
謝謝您這些年所做的一切，謝謝您在未來為商業進展所做的一切。我極其為這個公司和我們一起實現的成就感到驕傲。
整合計劃的進程細節會被進一步公布。
(以下為信件原文)
Jonathan
Today’s Sun/Oracle Announcement
This is one of the toughest emails I’ve ever had to write.
It’s also one of the most hopeful about Sun’s future in the industry.
For 27 years, Sun has stood for courage, innovation, a willingness to blaze trails, to envision and engineer the future. No matter our ups and downs, we’ve remained committed to those ideals, and to the R&D that’s allowed us to differentiate. We’ve committed to decade long pursuits, from the evolution of one of the world’s most powerful datacenter operating systems, to one of the world’s most advanced multi-core microelectronics. We’ve never walked away from the wholesale reinvention of business models, the redefinition of technology boundaries or the pursuit of new routes to market.
Because of the unparalleled talent at Sun, we’ve also fueled entire industries with our people and technologies, and fostered extraordinary companies and market successes. Our products and services have driven the discovery of new drugs, transformed social media, and created a better understanding of the world and marketplace around us. All, while we’ve undergone a near constant transformation in the face of a rapidly changing marketplace and global economy. We’ve never walked away from a challenge – or an opportunity.
So today we take another step forward in our journey, but along a different path – by announcing that this weekend, our board of directors and I approved the acquisition of Sun Microsystems by the Oracle Corporation for $9.50/share in cash. All members of the board present at the meeting to review the transaction voted for it with enthusiasm, and the transaction stands to utterly transform the marketplace – bringing together two companies with a long history of working together to create a newly unified vision of the future.
Oracle’s interest in Sun is very clear – they aspire to help customers simplify the development, deployment and operation of high value business systems, from applications all the way to datacenters. By acquiring Sun, Oracle will be well positioned to help customers solve the most complex technology problems related to running a business.
To me, this proposed acquisition totally redefines the industry, resetting the competitive landscape by creating a company with great reach, expertise and innovation. A combined Oracle/Sun will be capable of cultivating one of the world’s most vibrant and far reaching developer communities, accelerating the convergence of storage, networking and computing, and delivering one of the world’s most powerful and complete portfolios of business and technical software.
I do not consider the announcement to be the end of the road, not by any stretch of the imagination. I believe this is the first step down a different path, one that takes us and our innovations to an even broader market, one that ensures the ubiquitous role we play in the world around us. The deal was announced today, and, after regulatory review and shareholder approval, will take some months to close – until that close occurs, however, we are a separate company, operating independently. No matter how long it takes, the world changed starting today.
But it’s important to note it’s not the acquisition that’s changing the world – it’s the people that fuel both companies. Having spent a considerable amount of time talking to Oracle, let me assure you they are single minded in their focus on the one asset that doesn’t appear in our financial statements: our people. That’s their highest priority – creating an inviting and compelling environment in which our brightest minds can continue to invent and deliver the future.
Thank you for everything you’ve done over the years, and for everything you will do in the future to carry the business forward. I’m incredibly proud of this company and what we’ve accomplished together.
Details will be forthcoming as we work together on the integration planning process.
Jonathan
Additional Information and Where to Find It
Sun plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a proxy statement in connection with the proposed merger with Soda Acquisition Corporation, pursuant to which Sun would be acquired by Oracle Corporation (the “Merger”). The proxy statement will contain important information about the proposed Merger and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Sun through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement from Sun by contacting Investor Relations by telephone at (800) 801-7869 (within the U.S.) or (408) 404-8427 (outside the U.S.), or by mail at Sun Microsystems, Inc., Investor Relations, Mail Stop UMPK14-336, 4150 Network Circle, Santa Clara, California 95054, USA.
Sun and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Sun in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in Sun’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on September 24, 2008. This document is available free of charge at the SEC’s web site at www.sec.gov, and from Sun by contacting Investor Relations by telephone at (800) 801-7869 (within the U.S.) or (408) 404-8427 (outside the U.S.), or by mail at Sun Microsystems, Inc., Mail Stop UMPK14-336, 4150 Network Circle, Santa Clara, California 95054, USA, or by going to Sun’s Investor Relations page on its corporate web site at www.sun.com.
Note on Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to, statements regarding the expected benefits and closing of the proposed Merger. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability of the parties to consummate the proposed Merger, satisfaction of closing conditions precedent to the consummation of the proposed Merger, the ability of Oracle Corporation to successfully integrate Sun’s operations and employees, the ability to realize anticipated synergies and cost savings of the proposed Merger, and such other risks as identified in Sun’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008, and Sun’s most recent Quarterly Reports on Form 10-Q, each as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Sun assumes no obligation to update any forward-looking statement contained in this communication.
