BEA says it's for sale for about $8.2 billion

By Jim Finkle

BOSTON (Reuters) - BEA Systems Inc BEAS.O said on Thursday it is prepared to sell itself for $8.2 billion, which is a 24 percent premium to a bid from Oracle Corp (ORCL.O) that the business software maker rejected.

BEA, which is under pressure from activist investor Carl Icahn to find a buyer, said it was worth $21 per share, $4 more than the $17 per share Oracle offered on October 12.

Shares of BEA closed at $17.53 on the Nasdaq on Thursday, down 2 cents.

"Over the last several weeks, Oracle has repeatedly asked us for the price at which we would be willing to begin negotiations," BEA's board said in a statement. BEA is "prepared to authorize negotiations with third parties including Oracle at a price of $21.00 per share," it said.

An Oracle spokesman declined to comment. The world's third-largest software maker had set a Sunday deadline for its $6.7 billion bid for BEA.

Trip Chowdhry, an analyst with Global Equities Research, said he thinks a deal could be struck at $21 a share because Oracle could use BEA's technology to better compete with SAP AG (SAPG.DE). BEA makes middleware, or software that helps connect business computer systems.

"I don't think Oracle can walk away," Chowdhry said.

The statement from BEA's board marks the first time the company has given a price point for negotiations with Oracle. BEA had said earlier this week that it would not come to the negotiating table unless Oracle raised its bid.

"It's a soap opera," said David Rudow, a senior technology analyst with Thrivent Asset Management which holds 1.1 million BEA shares in its $60 billion portfolio.

He said he thinks BEA should sell itself, and that the company is worth something between $17 and $21 per share.

Talk of a buyout for BEA began in August when Icahn said he had begun acquiring shares in the business software maker and called on its board to put the company up for sale. Chief Executive Alfred Chuang had rebuffed the billionaire activist investor, who boosted his stake to about 13 percent, making him the company's biggest shareholder.

Besides Oracle, other companies that have been touted as possible buyers of BEA include International Business Machines (IBM.N), Hewlett-Packard (HPQ.N) and SAP.

Jefferies & Co. analyst Katherine Egbert said that another suitor may be talking to BEA behind the scenes.

"For the BEA board to make the claim that they are worth $21 (per share) without any detailed supporting analysis could mean that they have another interested party," she said.

BEA said that after consulting with its investment bank, Goldman Sachs, it believes Oracle or another company would still see earnings benefit if it paid $21 per share or higher.