Oracle Corporation (NYSE: ORCL) announced that it has extended its tender offer in connection with the acquisition of Cerner Corporation (Nasdaq: CERN) until March 16, 2022.
In accordance with the terms of its merger agreement with Cerner, Cedar Acquisition Corporation, a subsidiary of OC Acquisition LLC, which is a subsidiary of Oracle, has extended the all-cash tender offer for $95.00 per share for all of the issued and outstanding shares of common stock of Cerner (the “Shares”) to 12:00 midnight, Eastern Time, at the end of the day on March 16, 2022. The tender offer was previously scheduled to expire at 12:00 midnight, Eastern Time, at the end of the day on February 15, 2022.
Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting periods or the obtaining of the required affirmative approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable foreign competition laws or applicable foreign direct investment laws. The tender offer was extended to allow additional time for the satisfaction of the conditions to the tender offer.
Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
American Stock Transfer & Trust Company LLC, the depositary for the tender offer, has indicated that as of 12:00 midnight, Eastern Time, at the end of the day on February 10, 2022, approximately 14,628,854 Shares had been validly tendered into and not validly withdrawn from the tender offer, representing approximately 3.8% of the outstanding Shares.
