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Dear Oracle: Please buy us (signed Autonomy)

September 29, 2011: 12:44 PM ET

Oracle won't let Autonomy CEO Mike Lynch off the hook

Some advice for Autonomy CEO Mike Lynch: You can obfuscate about what is said in a private conversation. But if you also leave behind a slide-deck, it's best to either come clean or keep your mouth shut.

Autonomy is the British enterprise software company that HP (HPQ) agreed to buy last month for $10.3 billion. In a subsequent earnings call, Oracle CEO Larry Ellison said: "Autonomy was shopped to us... We looked at the price and thought it was absurdly high."

Let's take the second part first. Of course it was absurdly high. An 80% premium to where Autonomy was trading in London! In fact, here is how newly-installed HP CEO Meg Whitman responded when asked if her predecessor overpaid: "It is what it is."

The first part of Ellison's statement, however, is the reason for this post. Autonomy CEO Mike Lynch told WSJ that the idea of Autonomy shopping itself to Oracle (ORCL) was "inaccurate... If some bank happened to come with us on a list, that is nothing to do with us."

Today Oracle laid down the boom, posting a slide-deck that Lynch gave to Oracle president Mark Hurd during an April 2011 meeting. Here is Part 1, and here is Part 2. You'll notice that a bank is listed on the deck, but it's not just "some bank." It's Qatalyst Partners, the shop retained by Autonomy. Moreover, Oracle says that Qatalyst founded Frank Quattrone was present at the April meeting.

The ball is now in Mike Lynch's court, but I can't imagine what he can do at this point but fall on his sword. Or maybe just keep quiet, like he should have in the first place.

Update: Well, Autonomy is fighting back again. And basically suggesting that statements like my lead graph are way off base. In a statement Autonomy says:

In April 2011, there was a meeting for approximately thirty or forty minutes between Autonomy and Mark Hurd, which was set up by Frank Quattrone as an introduction to Mark Hurd. Oracle is an Autonomy customer. It was made clear that Autonomy was not for sale and no sale process was under way. Mr. Quattrone's company was not engaged by Autonomy at that time. There has been no other contact with Oracle since then.

It may well be that investment banks were independently recommending Autonomy as an acquisition target to industry players – that is standard practice for — but this would not have been at our behest. Qatalyst have informed us that the slides Oracle has recently posted on its website were prepared and sent independently by Qatalyst to Oracle on 26 January (the content is clearly from January). This is the first time we have seen them. Autonomy was not involved in this nor was Qatalyst engaged by Autonomy until mid-year. Autonomy did not present these slides in the meeting.

Update II: Frank Quattrone is backing the timeline of his client, via a statement to Alphaville:

"The slides Oracle posted publicly were sent by me to Mark Hurd in January, were prepared by Qatalyst and were for the purpose of our independently pitching Autonomy as an idea to Oracle. These slides were not used in our April meeting with Mark and Doug."

Don't be surprised if there is a third update, with some sort of rebuttal from Oracle (which has gone from offense to defense in a matter of hours).

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About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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