Oracle Corporation (“Oracle”) announced that it has extended its tender offer in connection with the acquisition of Cerner Corporation (“Cerner”) until May 11, 2022.
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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 May 11, 2022. The tender offer was previously scheduled to expire at 12:00 midnight, Eastern Time, at the end of the day on April 13, 2022.
The tender offer remains subject to, among other conditions, clearances under applicable foreign competition and foreign direct investment laws. The tender offer was extended to allow additional time for the satisfaction of the remaining conditions to the tender offer.
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Except for the extension of the tender offer, all other t******************* 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at the end of the day on April 8, 2022, approximately 33,951,780 Shares had been validly tendered into and not validly withdrawn from the tender offer, representing approximately 11.5% of the outstanding Shares.
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