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Anyone who says Oracle (Nasdaq: ORCL ) founder and CEO Larry Ellison should agree to sell MySQL to get Europe to back off its objection to his company's proposed $7.4 billion acquisition of Sun Microsystems (Nasdaq: JAVA ) is either:
Sorry, folks, but we need to talk responsibly about this. We need to realize that no one -- that's right, no one -- is going to make a fair bid for MySQL so long as the European Commission is trying to pry it from Ellison's hands with a crowbar.
"[What happens] when the world's biggest proprietary database company proposes to take over the world's leading open-source database company?" Competition Commissioner Neelie Kroes said in an interview with The New York Times in September, back when the commission was raising questions rather than objections.
Oh, it's on, Larry
But object the European Commission does, according to this 8-K filing from Sun, which appeared Monday.
"The Statement of Objections ... is limited to, the combination of Sun's open source MySQL database product with Oracle's enterprise database products and its potential negative effects on competition in the market for database products," reads the document filed with the Securities and Exchange Commission.
That's the sound of value escaping from this deal, like air from a balloon. Can you imagine how competitors see this ruling? They're cheering. The market leader, once poised to widen its lead, will either suffer an expensive fight or risk parting with a valued asset at a discount price.
The European Commission must know this. Regulators have no authority to force, say, Red Hat (NYSE: RHT ) to bid more than the $1 billion Sun spent on MySQL in early 2008. Nor do they hold sway over the bank accounts of any of the alternative acquirers. IBM (NYSE: IBM ) , Sybase (NYSE: SY ) , Teradata (NYSE: TDC ) , and, to a lesser degree, Microsoft (Nasdaq: MSFT ) come to mind. None of them will bid what MySQL is worth.
Why should they? Why bid high when you can bid low and still win? This is a stacked deck, and the EC is dealing the cards. I can hardly blame Ellison and his team for calling shenanigans.
"The Commission's Statement of Objections reveals a profound misunderstanding of both database competition and open source dynamics," Oracle said in its (ahem) own statement of objections. "It is well understood by those knowledgeable about open source software that because MySQL is open source, it cannot be controlled by anyone. That is the whole point of open source."
Easy now, Larry. Easy. Deep breath. Relax. Let's talk about this.
Here, try this paper bag
First, we ought to concede that those who are concerned about Oracle acquiring MySQL aren't exactly of alarmist pedigree. Many of them are developers.
We know this because, in April, Ellison dispatched Ken Jacobs to reassure MySQL coders at their annual user conference. Jacobs is a key figure among MySQL loyalists because he leads product strategy for Oracle's server technologies. He'd be the one to either support or kill their baby. Jacobs, predictably, used his time on stage wisely by promising to be a good steward of MySQL.
The U.S. Justice Department takes Jacobs at his word, even if conspiracy theorists such as MySQL creator Michael Widenius don't. He and former MySQL investor Florian Mueller have thrown their weight behind the EC action. (Both men are European; Widenius is from Finland, Mueller from Germany.)
"Every day that passes without Oracle excluding MySQL from the deal is further evidence that Oracle just wants to get rid of its open source challenger and that the [European Union]'s investigation is needed to safeguard innovation and customer choice," Mueller said in a press release that appears at Widenius' blog. "This is highly critical because the entire knowledge-based economy is built on databases."
Mueller's right. The digital economy is built on databases, and more of them were created by Oracle than anyone else. What I don't understand is how Ellison's willingness to fight to acquire a valuable asset somehow constitutes a conspiracy. He's charged with protecting the interests of his fellow Oracle shareholders.
Could somebody please call Bob Barker?
You might say Ellison is fighting to earn a return on his invested dollars. Oracle has committed $7.4 billion to acquire Sun. MySQL has to constitute at least $1 billion of that, and not just because that's what Sun paid.
MySQL was generating $50 million in annual revenue at the time of the Sun deal. Analyst Heath Winter of Think 20/20 Research now says that number is closer to $300 million, ZDNet reports. A rush to cloud-computing services suggests he's right. (MySQL is often used to power Web services.)
And if he is, or even if he's close, Ellison can't simply drop this deal. Fast growers tend to command big multiples in acquisitions; Sun paid 20 times revenue for MySQL. Another acquirer would pay Oracle less, but would seven times revenue be out of the question when a cloud giant like Akamai trades for five times sales as of this writing?
And what about Facebook? Press reports peg its valuation at anywhere from $4 billion to $6 billion, and yet the business is on track to produce $500 million this year -- meaning the world's largest social network trades for eight times revenue.
Admittedly, I'm talking about anecdotal evidence here. But what little we have suggests that MySQL today is worth materially more than what Sun paid for it. Ellison has no choice but to fight for fair value, and that means fighting the European Commission's ruling.