FILED BY ORACLE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: SIEBEL SYSTEMS, INC.
COMMISSION FILE NO. 0-20725
[The following slides were posted to Oracles website on September 13, 2005]
Oracle and Siebel Systems
Acquisition Announcement Oracle Investor Presentation
September 12, 2005
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Disclaimer
Important Information
This document may be deemed to be solicitation material in respect of the proposed business combination of Oracle and Siebel. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. STOCKHOLDERS OF SIEBEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. The final proxy statement/prospectus will be mailed to stockholders of Siebel. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from Oracle Corporation, 500 Oracle Parkway, Redwood Shores, California, Attention: Investor Relations, or from Siebel Systems, Inc., 2207 Bridgepointe Parkway, San Mateo, California 94404, Attention: Investor Relations.
Oracle, Siebel and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding Oracles directors and executive officers is available in Oracles proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on August 30, 2005, and information regarding Siebels directors and executive officers is available in Siebels proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 29, 2005. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and Siebel. When used in this document, the words anticipates, may, can, believes, expects, projects, intends, likely, similar expressions and any other statements that are not historical facts, in each case as they relate to Oracle and Siebel, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of Oracle and Siebel, including: the impact of general economic conditions in regions in which either such company currently does business, industry conditions, including competition, fluctuations in exchange rates and currency values, capital expenditure requirements, legislative or regulatory requirements, changes in the tax laws, interest rates and access to capital markets. The actual results or performance by Oracle or Siebel could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Siebel.
This document is for informational purposes only and may not be incorporated into a contract.
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Agenda
Transaction Summary
Transaction Rationale
Combined Customer Benefits and Product Footprint
Oracles Consolidation and Integration Strategy
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Transaction Summary
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Transaction Summary
Oracle acquires Siebel Systems and becomes #1 in CRM
Oracle is acquiring Siebel, the leading provider of customer-facing enterprise applications $10.66 per share $5.85Bn fully-diluted equity value $3.61Bn net of Siebel cash (1)
Transaction expected to close in early 2006, subject to Siebel shareholder vote, regulatory approvals, and customary closing conditions
No Oracle shareholder vote required
Combining complementary best-in-class CRM capabilities of Siebel with best-in-class Oracle ERP, middleware and database to provide customers with a complete set of information age software
Joint customers have been asking for this in order to maximize their considerable investments in both companies products
Project Fusion is well into development, and the timely incorporation of Siebels features and functionality will complement and enhance those efforts
(1) Siebel net cash of $2.24Bn as of 6/30/05.
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Overview of Transaction Structure $10.66 in cash or Oracle stock per Siebel share
Siebel shareholders can elect cash or stock with the stock portion capped at 30% of total consideration
Number of Oracle shares issued will float based on Oracles share price such that Siebel shareholders receive a fixed value of $10.66 per share
If Oracles stock price declines below $10.72, Oracle will issue a fixed number of shares (0.994 shares for each Siebel share) to those electing stock
In this scenario, Siebel shareholders will receive a fixed value less than $10.66 per share if electing stock
The measurement period for Oracles average share price will be the 10 trading days ending the day prior to close
Oracle will have the right to choose an election date during the 20 trading days ending two days prior to close
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Siebel Will Be Accretive to our Earnings
Accretive to non-GAAP operations in first full fiscal year (FY07) $0.02-$0.03 accretive to FY2007 EPS on a non-GAAP basis
Up to 30% of the consideration may be in stock, but Oracle intends to repurchase stock equal to the shares issued in the transaction
Modestly dilutive on a GAAP basis
The acquisition of Siebel will provide compelling financial returns for Oracle shareholders
Siebel transaction investment returns will exceed Oracles hurdle rates
Siebel will contribute to Oracles long-term 20% annual earnings growth target
Once integrated, Siebels incremental contribution should exceed Oracles current EBIT margins
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Funding the Transaction
Total net cash requirements: $2.6Bn - $4.3Bn, depending on stock election
Funded through Oracle cash balance and borrowings
Borrowings could be paid off within a year given historical cash flow generation
Oracle generated cash flow from operations of $3.5Bn in FY2005
Forecasted Oracle Liquidity Anticipated at Close (3QFY06)
~$56Bn $0.15Bn $0Bn
Cash & Cash Equiv.1
LT Debt
PSFT Related Debt
Net Cash Required for Siebel and Oracle Stock Repurchase $4.3Bn
Net Cash Required for Siebel and Oracle Stock Repurchase2
~$4Bn $0.15Bn
~$3Bn
Cash & Cash Equiv.3
LT Debt
Siebel Related Borrowings
(1) Potential range of cash balances for Oracle at anticipated closing in 3QFY06 based on current Wall Street estimates. (2) Net of Siebel cash of $2.24Bn at 6/30/05 and includes estimated transaction fees, expenses and one-time costs. (3) Preliminary estimate, assumes approximately $1.5Bn of Oracle balance sheet cash used to fund acquisition.
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Transaction Rationale
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CRM is the Largest Segment of the Packaged Apps Business
2003 Enterprise Application Software License Revenue
Total License Revenue = $10.6Bn*
CRM $3.4Bn
Asset Management $0.3Bn
Manufacturing $1.3Bn
Human Capital $1.3Bn
Supply Chain Management $2.0Bn
Financial Management $2.3Bn
32%
3%
12%
12%
19%
22%
*Source: Gartner, November 2004. Represents license revenue only, excludes maintenance revenue.
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and CRM is Projected to Keep Growing
Worldwide CRM Market Growth Estimates *
License Revenue ($MM)
2 0 0 5 2 0 0 8
C
A
G R
:
8 .
8 % $3,386 $3,505 $3,715 $4,012 $4,353 $4,789
2003
2004
2005
2006
2007
2008
CRM Functional Segmentation (2004)
2004 Total = $3.5Bn
Customer Support and Service $1.5Bn
Marketing $0.6Bn
Sales $1.5Bn
42%
17%
41%
*Source: Gartner, November 2004. Represents license revenue only, excludes maintenance revenue.
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CRM Opportunity Remains Significant
Current Deployments of Customer Management Software
60% 50% 40% 30% 20% 10% 0%
54%
31%
36%
Packaged
In-House
Ad Hoc Desktop
Q. What types of customer management software do you currently use? (n=211)
Source: AMR Research, 2005.
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but Customers are Driving Consolidation
Oracles strategic importance increases with acquisition of Siebel
50% of customers are looking to reduce the number of IT vendors they do business with
50%
43%
7%
Looking to Reduce Number of Vendors
Comfortable with the Number of Vendors
Looking to Expand the Number of Vendors
74% of customers indicated they are likely to reduce the number of applications software vendors they do business with
74%
50%
32%
24%
20%
18%
Applications Software Vendors
Infrastructure Software Vendors
Service Vendors
Networking Vendors
PC Vendors
Systems Vendors
Source: Based on survey results from Goldman Sachs Global Investment Research May 12, 2005.
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Acquisition Will Enable Oracle to Sell More Products and Technology
Vaults Oracle from the middle of the pack to the lead in CRM
Best-in-class Siebel CRM becomes a strong reason for customers to choose Oracle enterprise applications solutions
Maximum deployment options with growing Siebel hosted CRM offering
Complementary solutions and customer bases provide cross-sell and up-sell opportunities
Database, middleware, business intelligence
Customer data hub
Retek/ProfitLogic and i-flex solutions
Acquisition adds significant customer references and industry expertise in customer centric applications
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Oracle Becomes More Important Strategic Partner for More Customers
Customers seeking to lower costs and complexity with a smaller number of strategic IT vendors
Oracle is already a strategic ERP, middleware and database vendor
Customer-facing CRM solutions help Oracle become a more important strategic solutions provider
Combined companies can accelerate delivery of innovative CRM applications with a larger R&D budget
Tightly integrated with Oracles applications and infrastructure
Amplified by Oracles commitment to deployment flexibility, whether on premise, hosted, or hybrid models
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Oracle Becomes More Important Strategic Partner for More Partners
Acquisition strengthens relationships with many key partners that help drive Oracle revenue
Partners influence customer decisions on applications purchases
Affects all parts of Oracles business by having a critical number of partners as our champions
Reinforces our importance to systems integrators
Combination will result in Oracle being the largest CRM practice at many firms
Solidifies and grows relationships with IBM, Accenture, Capgemini, Deloitte, BearingPoint, and other SIs
More opportunities for each partner, allowing them to further invest in the Oracle ecosystem
Build complementary software skills and best practices
Many of the most influential partners are also Siebels largest customers
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Oracle / Siebel Combination Will Be More Successful than Siebel Alone
Oracle will realize substantial, immediate cost reductions given our existing CRM investment
Oracle and Siebel has more scale and scope combined and lower costs
260,000 customers; 24x7 global support network; 13,100 developers
Significantly broader and deeper product offering
Oracle will provide a product roadmap for CRM that will bolster customers confidence to invest
Resolves concerns regarding Siebels viability
Siebel can leverage Oracles leading middleware offering at a time when architectural changes (like SOA) dictate seamlessness with middleware
Oracle and Siebel together can more effectively compete versus SAP, Microsoft, salesforce.com, Amdocs, RightNow, and others
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Oracle Becomes Leading Customer Centric Software Provider
Siebels best-in-class CRM + Oracles best-in-class ERP + Oracles best-in-class Fusion middleware + Oracles best-in-class 10g database technology = Single best solution for customer centric enterprises
Siebel Systems
Most live CRM users 3.4mm
Over 4,000 world class customers
Largest enterprise CRM deployments
Proven return on investment
Best practices and implementation experience
5,000 employees located in 80 offices in 33 countries
Revenue of $1.3Bn(1)
Oracle
360° real-time view of the customer from sales to services to fulfillment to the shop room floor
Domain expertise to aggregate, cleanse and normalize customer data
Industry expertise in key verticals
50,000 employees servicing 260,000 customers across 190 countries
24x7 global support
13,100 software developers and $1.5Bn R&D budget (1)
(1) Based on last fiscal year income statements.
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The Result: More of Everything
Oracle can capture a larger share of CRM growth
Growing both license and maintenance
Oracle can up-sell and cross-sell joint installed base with a broader product offering
More apps, more database, more middleware
Oracle can better retain Siebel customers
Broader product offering delivered by a more strategic vendor and solutions provider
Oracle can increase customer satisfaction and increase maintenance renewals
Much larger 24x7 global support infrastructure
Oracle and Siebel combined will achieve economies of scale and offer customers increased functionality at lower TCO
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And Oracle Becomes Leading Enterprise Vendor
Oracle stack is more compelling
Consulting Services
Applications
Development Tools
Middleware Suite
Database
Operating System
Oracle Consulting
Project Fusion Applications
Oracle Tools / J2EE
Fusion Middleware
Database 10g
Linux/Unix/Windows
IBM GlobalServices
3rd Party ISVs
Rational / WebSphere
WebSphere
DB2
Linux/Unix/Windows
SAP Consulting mySAP
NetWeaver / ABAP
NetWeaver
Oracle, DB2, MySQL, MS SQL Server
Linux/Unix/Windows
3rd Party SIs
Microsoft Business Solutions
Visual Studio .NET
.NET
MS SQL Server
Windows
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Combined Customer Benefits and Product Footprint
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Siebel Systems Customer Benefits
Investments in Siebel applications will be supported and protected as the centerpiece of Oracles Fusion CRM strategy
Stronger combined vendor with complementary products attributes
Removes concerns about Siebels future
Products designed to work with Oracles software
Accelerate delivery of innovative CRM applications with larger R&D budget
Continue support for Siebels CRM and analytics solutions
Provide seamless continuity for customers
Maintain support for heterogeneous databases
Commitment to deployment flexibility, including Siebel CRM OnDemand
Enhanced support and services through scale
Extended partner ecosystem with increased investment
Support and broaden relationships with Siebels business partners
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Oracle Customer Benefits
The proposed transaction underscores Oracles commitment to customer-facing solutions
Siebel CRM will be integrated with Oracles applications and infrastructure
Siebel will continue to be available today and will serve as the centerpiece of Oracles Fusion CRM strategy
Siebel CRM provides proven ROI and 98% product loyalty(1)
Siebel will represent the base set of features and functionality for the next generation of Fusion CRM applications
Access to industry best practices and implementation expertise based on the large number of Siebel deployments
Customers of Oracle/PeopleSoft/JD Edwards CRM applications will continue to receive enhancements and support
Products will continue to evolve with new functionality over time
Incorporation of Siebels features and functionality will help customers extend the value of their existing CRM investments
(1) Siebel Systems customer survey, Satmetrix Systems, Q3 CY 2005.
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Dawn of Real Information Age Applications
Combination will offer a compelling set of modern, information age applications
Legacy Applications
(80s and 90s; Driven by Y2K)
Proprietary and closed
Information silos fragment data and tasks
ERP-focused
Designed for process automation and process clerks
Antiquated technology designed for data entry, not data access
Information Age Applications
(Modern; Driven by Customer Centricity)
Standards driven
Information driven
Industry driven
Designed for intelligent, real-time proactive decision making
Built on a modern and open service oriented architecture
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Product Evolution for All Customers
Combination ensures support and protection for the significant investments customers have made
We plan to continue to release product enhancements and support for Oracle and Siebel Systems CRM products
Plans include a migration for existing CRM customers to Fusion CRM applications, which will incorporate Siebel CRM as the base set of features and functionality
E-BUSINESS SUITE
CUSTOMER RELATIONSHIP
MANAGEMENT
New Functionality
Product Enhancements
Product Support
PEOPLESOFT ENTERPRISE
CUSTOMER RELATIONSHIP
MANAGEMENT
New Functionality
Product Enhancements
Product Support
JD EDWARDS ENTERPRISEONE
CUSTOMER RELATIONSHIP
MANAGEMENT
New Functionality
Product Enhancements
Product Support
New Functionality
Product Enhancements
Product Support
PROJECT FUSION
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Convergence of Oracle and Siebel Applications
Manufacturing
BI
CRM
Project Mgmt
Procurement
iAS
10g
SCM
Data Hub
Collab Suite
HR
Financials
CRM
Analytics
Customer Data Integration
OnDemand
Media & Entertainment
Consumer Goods
Communications
Retail
Healthcare
Energy
Transportation
Life Sciences
High Tech
Manufacturing
Financial Services
Travel & Hospitality
Public Sector
Others
CRM
SCM
Analytics
HR
Data Hub
Enterprise Manager
Project Mgmt
10g
Collab Suite
Middleware
Financials
BI
OnDemand iAS
Procurement
Manufacturing
Customer Data Integration
PROJECT FUSION
Complete set of modular, information age applications
Tailored for the needs of over 20 specific industries
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Siebels Customer-Architected Solutions
INDUSTRY SOLUTIONS
Manufacturing & Distribution
Automotive
Complex Manufacturing
High Tech
Consumer Goods
Oil, Gas & Chemical
Retail Travel
Transportation
Hospitality
Communications, Media & Energy
Wireless
Wireline
Media
Utilities
Life Sciences
Pharma
Medical
Clinical
Financial Services
Institutional Finance
Retail Banking
Insurance Healthcare
Public Sector
Small and Medium Business
CROSS-INDUSTRY SOLUTIONS
SFA
Call Center
Field Service
Self-Service
Marketing Automation
PRM
Incentive Comp
Order Mgmt
eBilling
BUSINESS INTELLIGENCE
CUSTOMER DATA INTEGRATION
BUSINESS PROCESS MANAGEMENT
Ondemand/Hosted
Packaged Applications
Component Assembly
DEPLOYMENT OPTIONS
SERVICES
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Select Joint Applications Customers
Siebels product capabilities are tailored for the needs of over 20 industries
Customer commonality speeds time to benefit
Communications & Media
Financial Services
Life Sciences
High Technology
Insurance & Healthcare
Travel, Transport & Hospitality
Consumer Goods
Manufacturing
Retail
Automotive
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Largest Siebel Deployments
Company
Users
66,300
63,800
41,000
40,600
40,500
30,300
Company
Users
30,000
25,100
25,000
24,700
23,800
22,700
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Oracles Consolidation and Integration Strategy
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Consolidation Provides Compelling Benefits for Customers
Oracle has been pursuing a consolidation strategy in order to maximize customer revenue and drive shareholder value
Accelerated innovation from larger R&D investments with less redundant efforts
Enhanced product solutions with broader, more modular and flexible business functionality
Reduced TCO through improved software integration
Decreased complexity in the sourcing, implementation and ongoing maintenance of software
Consolidated customer support across multiple products with increased vendor accountability
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Clearly Defined Acquisition Criteria Speeds Time to Benefit
Acquisition Criteria
Oracle Strategic Benefits
Deliver Enhanced Solutions for Customers
Combine products and solutions in a seamless way
Increase rate of product investment on a combined basis
Leverage Oracle technologies to provide a more seamless customer experience
Complementary Products and Technology
Critical expertise / functionality in industries or product segments
Provide platform extension or enhancement
Close Alignment With Oracle Vision
Acquired products built using open standards and Java
Shared vision and corporate philosophy
Significant Number of Common Customers
Drive cross-sell and up-sell
Ability to Integrate in Six Months
Consolidate quickly to provide a single face to customers
Utilize Oracle operations infrastructure immediately
Financial Return Criteria
Accretive in 12-18 months
Contribute to 20%+ annual earnings growth target over next 5 years
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Integration Plan for Siebel Consistent with Previous Experiences
Five integration focus areas with repeatable objectives
Customers
Focus on 100% customer satisfaction
Ensure smooth transition for customers without interruption
Over-communicate with customers throughout the integration
Employees
Restructure quickly retain the best-of-the-best
Objectively select individuals to run key organizations
Minimize dependence on contractors and third parties
Products
Align product strategies with existing Oracle direction
Ensure commitment to open standards
Continue release schedule, while integrating with Oracle products
Legal Entities
Consolidate quickly to provide single face to customers
Prioritize legal entity mergers to drive rationalization
Coordinate contracting and other business practices
Operational Infrastructure
Align corporate policies and procedures starting on Day 1
Leverage Oracle infrastructure quickly
Standardize and globalize processes on Oracle single instance
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Summary of Recent Integrations
Oracles rigorous and repeatable integration strategy means each of our recent acquisitions is fully integrated or close to completion
Q3 FY05 Q4 FY05 Q1 FY06
PeopleSoft Retek Oblix TimesTen ProfitLogic
Merger Announcement Date 12/13/2004 3/8/2005 3/28/2005 6/9/2005 7/5/2005
Equity Purchase Price $11.1bn $665.0mm not disclosed not disclosed not disclosed
Acquired # of:
Customers 12,900 230 200 126 27
Employees 11,075 525 111 87 219
Products 300 28 8 3 3
Legal Entities 79 14 3 2 4
Integration Statistics:
Employee Offer Acceptance Rate 94% 90% 100% 97% 99%
Legal Entity Merger Completion (1) 100% 100% 100% 100% 66%
Facility Consolidation Completion (2) 100% 74% 100% 0% 65%
IT Migration Completion 75% 50% 100% 66% 50%
Note: Excludes asset acquisitions of Triplehop and Context Media.
(1) For PeopleSoft, all currently planned legal entity mergers have been completed.
(2) TimesTen facility consolidation includes only one facility, the companys former HQ, which will be completed at the end of September.
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Demonstrated Customer Support for Oracles Integrated Applications
Various customer surveys confirm the high customer satisfaction levels with Oracles vision, strategy and support post-acquisition
Prudential Equity interviewed 15 PSFT/JDE customers (1)
A majority are happy and plan to stick with Oracle
Over 90% are or will be moving forward with PSFT/JDE upgrades
Only one customer has indicated they may switch in next 12 months
87% have met with an Oracle representative post-merger
Customers giving Oracle the opportunity to deliver on Project Fusion
I believe that extending support for and offering live technical sessions as part of MetaLink is yet another sign that [Oracle officials] are committed to their customer base. [Oracle] is clearly making significant strides to continue to support, sustain and educate their customers.
John Matelski, Deputy CIO, City of Orlando Computerworld, May 5, 2005
When we heard about the merger, we were very concerned, given all the rhetoric and noise in the press, he acknowledges. After all, wed spent a lot of money. The Oracle road map has eased those concerns, says Miller. Ive been told theyll support my [PeopleSoft] applications and databases for the next decade and that I wont be forced to make any major changes, which gives me comfort, he adds. Were optimistic.
Laird Miller, CFO, London Drugs Ltd. CFO, April 1, 2005
(1) Prudential Equity Group, LLC, June 21, 2005.
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Demonstrated Customer Support for Oracles Integrated Applications (Contd)
The combined companies will be in a better competitive position. The added stability means I can plan more confidently. Im pleased that my business-critical applications have the resources of a larger company behind them.
Norm Fjeldheim, CIO, Qualcomm
I am confident that Oracle will be able to use its combined size and intelligence to develop and deliver a better solution than anyone has today. I do expect this to be a case where the combined companies will far greater than beforea classic case of one plus one is three.
Chuck Moore, Staff VP, ASC & Admin, Wellpoint
We always believed Oracle was a force to be reckoned with. Now the vision has become a reality.
Glen Magala, CIO, Atari
I think its a positive development. Oracle has the scale to compete on a global level and keep up the development necessary to provide complete information technology solutions to companies like ours.
Charlie Peters, Senior EVP, Emerson
Consolidation is just whats needed in the enterprise software industry right now. Combining the best of Oracle and PeopleSoft applications will be a big plus for customers. Im also confident that the combined companies will result in a strong consolidation strategy from JD Edwards to Oracle.
Jim Bingley, Director, ERP & Reporting, Riverdeep
I have 100% confidence in the integrity and vision of Oracles executive team. And at the end of the day, its all about having and creating value for customers.
Scot Klimke, CIO, Network Appliance
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Aberdeen: Believe It or Not, Consolidation Benefits Users and Vendors
Sep. 2005 Aberdeen report confirms the benefits to both users and vendors, highlighting Oracles demonstrated best practices
Technology giant Oracle Corp. successfully demonstrated with PeopleSoft and subsequent purchases that it can move decisively to bring acquisitions under the corporate umbrella with a minimum of disruption.
Oracles size and depth of its technology stack, from database to application, allow it to aim for whats beyond the reach of most other software companies.
Its software strategy of providing a common infrastructure platform supporting business applications across all industries has a direct influence on how the company evaluates and ultimately integrates acquisitions into its portfolio.
The company also views the acquisition process as a way to accelerate the introduction of new functionality into its installed base.
In the end, financially stable enterprise application companies willing to invest in the development of their products with a clear roadmap for the future offer end users the safest haven.
Source: Aberdeen Group, Your Enterprise Software Vendor is Being Acquired; How Do You Respond?, Sep. 2, 2005.
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