Icahn, who opposes BEA’s attempts to resist a $17-a-share takeover bid from Oracle, has signed a non-disclosure agreement and will not be permitted to trade BEA stock based on whatever he discovers.
BEA is convinced that it is worth much more than $17, even though the offer is substantial premium on the company’s share price before Icahn got involved with the company in August.
The company has not filed full financial reports with the Securities and Exchange Commission for over a year due to a share options investigation, and BEA management believes this is why its shares have been trading at what it believes is less than their fair value.
By opening its books to a single investor, Icahn, the company hopes to persuade him that $17 is not enough for its other shareholders.
We are confident this information will enable him to appreciate that the $17 per share bid from Oracle significantly undervalues BEA in a sale. All shareholders’ interests are aligned in this regard, said Alfred Chuang, BEA’s chairman and CEO, in a statement.
It’s not clear whether there’s anything specific in BEA’s accounts to make its board believe it is worth more than the already nice premium Oracle has offered, such as the scale of the options scandal, or whether its business is just generally healthier than so far publicly disclosed.
Icahn has yet to publicly discuss the BEA move.
