Sun CEO Jonathan Schwartz的内部信
今日Sun/Oracle的声明：
这是我写过的最艰难的一封信。
这一刻也让Sun在工业界中最具有希望的未来。
27年来，Sun代表了勇气、创新、开拓道路和创造未来的自愿精神。不管我们进步抑或失败，我们仍然致力于这些梦想，并且致力于使得我们与众不同的研发工作。我们致力于数十年的追求，从世界上最强大的数据中心操作系统的进化到世界上最先进的多核微电子产品。我们从来都不曾走开，致力于商业模型的大规模改造，技术范畴的定义和新的市场路径。
由于Sun的无比的才能，我们为整个工业界贡献了我们的人才和技术，培养出了众多杰出的公司和市场成功经验。我们的产品和服务驱动了新药品的研发、社会化媒体的转换和对我们周围的世界和市场更好的理解。总之，面对一个变化迅速的市场和全球经济，我们一直在进行持续的变革。我们从不曾走开，致力于迎接挑战 ——或者是迎接机会。
所以我们今天在旅途中向前走了一步，但是是不同的一步——这个周末我们宣布，董事会和我确认Oracle以每股9.5美金的形式现金收购Sun Microsystems。董事会的所有成员现在正在开会，讨论收购事宜并进行投票，这次交易坚持完全的市场转化——将两个有着很长的共同工作历史的公司合并，产生一个新的统一的未来梦想。
Oracle对Sun的兴趣非常明晰——他们渴望帮助客户简化开发、部署和操作高价值商业系统，从所有的应用到数据中心。通过收购Sun，Oracle将以最佳的位置帮助客户解决最复杂的关于业务运行的技术问题。
对于我而言，这次收购行为将通过创建一个有重大影响、具有最好的专家和创新的公司以重新定义工业界，重新设定竞争环境。Oracle/Sun组合将培育一个世界上最充沛、最有影响的开发者社区，将加速存储、网络和计算的结合，并且将最强大的和最有价值的商业和技术软件带给全世界。
我并不依据想象认为这个声明会是路程的终止。我认为这是通向另外一个道路的第一步。这个道路使得我们和我们的创造被引向一个更广阔的市场，并使得我们在这个世界上所扮演的角色更普世。今天宣布了这项交易，并且通过审查和股东通过需要花费数月时间。在交易完成之前，我们仍然是一个单独的公司，并且独立运作。不管交易需要花多长时间，世界已经从今天开始改变了。
需要指出的是，改变世界的不是收购本身——而是两个公司的成员。通过和Oracle进行了相当时间的交谈，使得我可以向你保证，他们只关注我们不出现在财务决算上的资产——我们的人员。这是他们最高的优先级别——创建一个激发兴趣和创造力的环境，使我们最聪慧的想法仍然能继续创新和开拓未来。
谢谢您这些年所做的一切，谢谢您在未来为商业进展所做的一切。我极其为这个公司和我们一起实现的成就感到骄傲。
整合计划的进程细节会被进一步公布。
(以下为信件原文)
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.
