Oracle completed its deal to acquire Agile Software on Monday. Shareholders of the San Jose company approved the deal on Friday. Oracle will pay $495 million in cash, valuing Agile at $8.10 per share. On Monday, Agile filed to be delisted from Nasdaq.
For Agile, it’s a rather humble end to a once sizzling company. Agile went public in late 1999, and its stock rocketed past $100 per share. But the company could never quite right itself after the bust, though its stock briefly topped $12 per share in late 2003.
According to several securities filings, back in Spring 2005, the company started thinking about its “strategic options.” It brought in an investment bank to look at either selling the company or buying other targets. Talks with one potential buyer fell through in Spring 2006. Then things got ugly:
On July 17, 2006, we announced that we would be unable to file our annual report on Form 10-K for the year ended April 30, 2006, as a result of a review of our financial statements and internal controls with respect to our Taiwan sales operations, which review had not been completed at that time. On October 26, 2006, we announced that we had concluded that we needed to restate certain annual and interim financial statements for our fiscal year 2000 and later periods as a result of our review of our historic stock option grant practices.
Agile hired Citigroup in September 2006. But things still moved slow. The company drew up a list of 15 possible suitors, including companies and private equity firms. They contacted 8, but soon ruled out private equity firms, thinking other companies would pay more, according to a Defm-14a securities filing it made on June 7.
Oracle first talked to Agile in December 2006, and said it might offer $8.60 per share. But after entering negotiations, Oracle backed out, citing concerns that Agile might not be able to get its filing up to date. Agile began negotiating with another company, unnamed, that was offering $9.00 per share. But in late March, that company pulled out after doing some due dilligence and finding some things it didn’t like, according to the Defm-14a.
In late April, Oracle came back to the table, offering $8.10. Talks began that led to the announcement of a deal on May 15.
If there’s a happy ending in all of this for anyone, it’s for co-founder Bryan D. Stolle. He served a chairman of the board since the company’s inception in 1995. He was also president until 2002 and chief executive until April 30, 2006.
Stolle still beneficially owned 1.15 million shares when the deal closed, which would be worth $9,331,953.30. That should soften the blow, a bit, and add nicely to the $25 million worth of stock he sold since 1999.
Considering Agile’s history, one that was hardly illustrious, it still managed to stay afloat long enough for insiders to sell a total of $178.7 million worth of stock.