UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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RightNow Technologies, Inc.
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Oracle Corporation
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Filed by Oracle Corporation
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: RightNow Technologies, Inc.
Commission File No.: 000-31321
Overview and Frequently Asked Questions
Overview
Oracle Buys RightNow
Adds Leading Customer Service Cloud Offering to the Oracle Public Cloud
2
Filed by Oracle Corporation
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: RightNow Technologies, Inc.
Commission File No.: 000-31321
Oracle Customers and Partners,
On October 24, 2011, Oracle announced that it has entered into an agreement to acquire RightNow, a leading provider of cloud-based customer service. The proposed transaction is subject to RightNow stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close by late 2011 or early 2012. Until the deal closes, each company will continue to operate independently, and it is business as usual.
RightNows leading cloud-based customer experience software helps organizations deliver an exceptional experience across call centers, the web and social networks. Nearly 2,000 organizations across a wide range of consumer-centric industries rely on RightNows customer service cloud to improve the quality and consistency of experience across channels, reduce response times and lower operational costs.
Oracle is moving aggressively to offer customers a full range of Cloud Solutions including sales force automation, marketing, human resources, talent management, social networking, databases, and Java as part of the Oracle Public Cloud. RightNows cloud offering is a complementary addition to Oracles Public Cloud. Together, Oracle and RightNow are expected to enable a superior customer experience at every contact and across every channel.
Please visit oracle.com/rightnow for more information about the planned combination.
Regards,
Thomas Kurian
Executive Vice President
Oracle Development
Oracle
Oracle is currently reviewing the existing RightNow product roadmap and will be providing guidance to customers in accordance with Oracles standard product communication policies. Any resulting features and timing of release of such features as determined by Oracles review of RightNows product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by RightNow or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decision. It is intended for information purposes only, and may not be incorporated into any contract.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and RightNow, including statements that involve risks and uncertainties concerning Oracles proposed acquisition of RightNow, anticipated customer benefits and general business outlook. When used in this presentation, the words anticipates, can, will, look forward to, expected and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or RightNow, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed,! the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or RightNow may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or RightNow. In addition, please refer to the documents that Oracle and RightNow, respectively, file with the U.S. Securities and Exchange Commission (the SEC) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracles and RightNows respective operational and other results to differ materially fr! om those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor RightNow is under any duty to update any of the information in this document.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, RightNow will file a proxy statement with the SEC. Additionally, RightNow and Oracle will file other relevant materials in connection with the proposed acquisition of RightNow by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among OC Acquisition LLC, a wholly owned subsidiary of Rhea Acquisition Corporation, a wholly-owned subsidiary of Oracle, and RightNow. The materials to be filed by RightNow with the SEC may be obtained free of charge at the SECs web site at www.sec.gov. Investors and security holders of RightNow are urged to read the proxy statement and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Oracle, RightNow and their respective directors! , executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of RightNow stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracles executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of RightNows participants in the solicitation, which may, in some cases, be different than those of RightNows stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and will be set forth in the proxy statement relating to the merger when it becomes available.