Verizon可能阻止斯普林特同Nextel的合并

A Telecom Frenzy Over Sprint

Verizon Communications has gained the backing of its wireless partner, Vodafone Group, for a potential bid for Sprint, clearing a major hurdle to such a deal, according to people familiar with the situation.

An offer by Verizon, the nation's biggest phone company, could scuttle Sprint's tentative $35 billion merger deal with Nextel Communications, the upstart, No. 5 wireless company in the U.S. known for its "push to talk" phones. One reason for the Sprint-Nextel move is the two companies' shared fear of being left behind by the cellphone industry's two giants, Verizon Wireless and Cingular Wireless.

The board of Sprint, the nation's No. 3 long-distance phone company and No. 3 wireless company, met yesterday afternoon to discuss the proposed Nextel merger in a meeting that is likely to continue today. Nextel's board also is considering the tentative deal, which is scheduled to be announced tomorrow in New York.

Verizon Communications officials, who have been meeting to discuss a possible takeover of Sprint in recent days and have studied the pros and cons of such a deal for 18 months, also think that regulatory and tax issues linked to the acquisition could be overcome. However, it remains unclear whether Verizon will make such a bid.

After the Wall Street Journal reported that Vodafone would likely support a bid by Verizon for Sprint, the U.K.-based company's share price fell 3% as investors fretted about the cost of any transaction.

In the afternoon in London, a Vodafone spokesman told reporters that his company hadn't entered into discussions with Verizon about a bid for Sprint.

However, a person familiar with Vodafone's thinking on the matter later said that Vodafone has had conversations at various levels with Verizon about Sprint. This person stressed there haven't been "formal" discussions with Verizon and that Vodafone hasn't given unequivocal support for a bid, but that Vodafone is "open-minded" about a Verizon acquisition of Sprint.

A successful bid by Verizon would turn Verizon Wireless, the nation's second-largest wireless operator, into the largest player in the industry by far, with more than 65 million customers. Just seven weeks ago, Cingular Wireless passed Verizon for the top spot by completing its acquisition of AT&T Wireless Services, giving Cingular roughly 47 million subscribers.

Rumors of a potential Verizon bid came during a frenzied day of merger-related activity in the market. Investors initially bid up shares of Sprint in anticipation of a Verizon bid. Sprint was up 30 cents, or a little more than 1%, at $24.44 at 4 p.m. in New York Stock Exchange composite trading. Nextel was up 23 cents, or less than 1%, at $29.99 on the Nasdaq Stock Market. Shares of Verizon and the other Bell phone companies rose in tandem with the market.

"The real story here is Verizon yea or nay," said Carl Schecter , the managing director for risk arbitrage at Nomura Securities International Inc. "And why shouldn't Verizon try it, from a strategic point of view? Why not consolidate their lead?"

If Verizon were to bid for Sprint and win, it would reshuffle the entire telecommunications industry. Verizon would get stronger in its fast-growing wireless business, as well as long distance and services for big businesses, known as enterprise services. It would likely sell off many of its roughly 55 million traditional local lines as it reduces its exposure to that struggling part of the industry.


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In making such a move, Verizon also could be trying to cut off Sprint's lucrative business of renting its network to companies that want to get into the cellphone business. Sprint has reached an agreement with AT&T Corp. to offer cellphone service and is talking with cable companies, which increasingly are competing with traditional phone companies, about doing similar deals.

Finally, a Sprint-Verizon deal would leave Nextel standing at the altar, facing intense competition from far larger rivals even as it grapples with a necessary network upgrade that could cost $3 billion.

Casting a long shadow over the developments is Verizon's complicated, and at times strained, relationship with the company's British partner, Vodafone. Verizon needs Vodafone's approval to mount a bid for Sprint because the two companies jointly own Verizon Wireless. Each side also wants to have 100% control over a U.S. wireless asset. Verizon would like to see Vodafone exit the joint venture, which it has encouraged Vodafone to do even in recent days. Vodafone tried to exit by acquiring AT&T Wireless this year, but it was outbid.

Vodafone, Europe's largest wireless company, supports a Verizon takeover of Sprint. For one thing, Vodafone isn't interested in buying Sprint on its own, people close to the company say, but it believes a deal would boost its own profit. Vodafone also believes the industry will undergo further consolidation, so whatever entity Vodafone inhabits needs to be as strong as possible. Vodafone would aim to maintain a 45% stake in any new entity involving Sprint, the same as it has in Verizon Wireless today, people familiar with the matter said. That means Vodafone would have to pay as much as 45% of the takeover price of Sprint; the takeover price could top $40 billion.

A Verizon Wireless bid for Sprint still would require that Vodafone and Verizon reach agreement on several issues, including how much to bid and what to do with Sprint's land-line and long-distance phone operations. Ironing out these problems could mean a bid for Sprint is days or weeks away.

Vodafone's support for a bid wouldn't come entirely without a price tag for Verizon: People familiar with the situation say Vodafone wants a new dividend arrangement for Verizon Wireless as well as the right to buy Verizon's stake in Vodafone Italy.

Sprint's main attraction to Verizon is its spectrum, particularly as Verizon seeks to expand its wireless business. Verizon needs more wireless spectrum to help it make new technologies such as EVDO, or wireless high-speed Internet access, a viable alternative to today's broadband offerings such as Digital Subscriber Lines, or DSL.

Unlike the Sprint-Nextel combination, which involves two separate networks, Verizon Wireless and Sprint use the same wireless technology, called CDMA. Nextel uses an unusual technology called iDEN, which isn't compatible with CDMA. However, Nextel must change its technology in order to offer higher-speed data services. In this roughly $3 billion upgrade, it is strongly considering switching its entire network to CDMA.

Some issues remain for a Verizon-Sprint deal. Sprint would bring lots of land lines to Verizon at a time when the company is trying to reduce its exposure to its traditional telephone business. Those lines would lose value when owned by Verizon in lieu of Sprint because they would be subject to more regulation under a Verizon banner than under Sprint control.

A rough antitrust analysis shows that a Verizon and Sprint deal would create a highly concentrated presence in places such as Nashville, Tenn., Rochester, N.Y., and San Diego, according to industry market-share data reviewed by The Wall Street Journal.

"That's not an easy deal, Verizon-Sprint. It might be doable, but not easy," said Phil Marchesiello, a telecom lawyer at Akin Gump Strauss Hauer & Feld LLP.

There would also be significant market-share overlap in places such as New York City, where Verizon controls roughly a third of the wireless market and Sprint more than 10%. In Los Angeles, the two would control an estimated 40% of the market or more.

The government approved Cingular's acquisition of AT&T Wireless even though the combined company had greater market share than rivals in some cities. The issue going forward, say people familiar with the matter, is whether the market strength of the new Cingular wipes out the possibility of another giant competitor.

This question is colored by how the government analyzes the wireless business -- by local markets rather than by national market-share numbers. It is possible Verizon could have to divest itself of a few large markets, but still keep most of its Sprint purchase intact.

A merged Verizon Wireless-Sprint would, in some big markets, own licenses well in excess of the unofficial spectrum caps that federal regulators seemed to enforce in their approval of Cingular's acquisition of AT&T Wireless. Federal regulators limited Cingular to no more than 70 megahertz in each market.

If Verizon were to acquire Sprint, it would buy the nation's third-largest provider of data and voice services to corporate customers. That would effectively break a long-running detente with SBC Communications, which has a fledgling corporate business compared with the likes of MCI and AT&T. It also could spur SBC to acquire one of these companies to compete head-to-head with Verizon for so-called enterprise business.

In a Sprint-Nextel deal, where the two sides are considering shedding Sprint's local business, such a move could create a complicated structure in order to avoid taxes on the spinoff. Normally, when a spinoff and a merger are part of the same plan, the spinoff can avoid taxes only if the shareholders in the acquiring company -- in this case Sprint -- end up with more than 50% of the value and voting power in the newly merged company.

The Internal Revenue Service also requires that, if shares of the spinoff are part of the "merger consideration," then the shareholders in the acquired company -- in this case Nextel -- must only get 20% or less of the voting rights for the deal to avoid triggering taxes. That is a problem, says Robert Willens, the tax and accounting analyst at Lehman Brothers, because the terms of the deal would indicate Nextel shareholders are entitled to a much greater stake in the spinoff.

Sprint could give Nextel shareholders additional cash or Nextel shareholders could receive 49% of the shares in the spinoff, but with lesser voting rights. That would satisfy the rule that they control 20% or less of the company. "This deal should not be tripped up by tax considerations," Mr. Willens says.
Verizon可能阻止斯普林特同Nextel的合并

据知情人士透露，Verizon Communications对斯普林特公司(Sprint)的收购要约计划得到了无线业务合作伙伴沃达丰空中通讯公司(Vodafone Group)的支持，消除了这项交易的一个重大障碍。

作为全美最大的电话公司，Verizon提出的收购要约可能会破坏斯普林特与业内新秀Nextel Communications之间350亿美元的临时性合并协议。Nextel Communications是美国第五大无线通讯公司，该公司推出的“即按即说”(push to talk)享有盛誉。斯普林特和Nextel谋求合并的原因之一就是它们都担心会被Verizon Wireless和Cingular Wireless这两大巨头远远地抛在身后。

斯普林特不但是全美第三大长途电话公司，也是第三大无线通讯公司。斯普林特董事会周一下午开会讨论与Nextel的合并协议，会议可能会持续到周二。Nextel董事会也在考虑这项临时性合并协议。双方预定周三在纽约宣布临时性合并计划。

这几天，Verizon Communications管理人士一直在讨论收购斯普林特的可行性，对收购利弊的研究持续了整整18个月，他们还认为能够克服同收购有关的监管和税收事项。不过，Verizon是否会向斯普林特发出收购要约还难下定论。

如果收购成功，目前身居全美第二大无线运营商的Verizon Wireless就会一举成为业内最大的企业，用户数量超过6,500万名。就在7周之前，Cingular Wireless凭藉对AT&T Wireless Services的收购从Verizon手中夺走了冠军宝座，目前拥有大约4,700万名客户。

Verizon可能发出收购要约的传言正值公司合并相关活动颇为热烈之际。斯普林特可能被Verizon收购的消息一度激起投资者的追捧，将斯普林特股价推高30美分，收于24.44美元。Nextel则上涨23美分收于29.99美元。Verizon和其他电话公司类股也顺势上扬。

野村证券(Nomura Securities International Inc.)风险套利部门的董事总经理卡尔?舍克尔(Carl Schecter)说，问题的关键在于Verizon是首肯还是反对。不过，从战略角度出发，它们干吗不试试呢？何苦不巩固一下自己的领先地位呢？

如果Verizon决定竞购斯普林特且得手，那就会让整个通讯行业的面貌彻底改观。Verizon快速发展的无线业务会变得更加强大，长途电话业务和企业客户服务业务也会不断壮大，还有可能抛售拥有大约5,500万名用户的传统电话业务，这部分业务一直处境艰难。

此外，Verizon也可能会放弃斯普林特盈利丰厚的网络出租业务。斯普林特一直在向希望涉足移动电话通讯市场的企业出租网络，并已与美国电话电报公司(AT&T Corp.)达成了移动电话服务协议，还在与其他有线业务公司洽谈。有线业务公司和传统电话公司之间在这个领域的竞争日益激烈。

最后，斯普林特和Verizon的结盟会将Nextel置于痛苦境地。即使斥资30亿美元进行必要的网络升级，也依然会面临规模远远超过自己的强大竞争对手发起的更加激烈的竞争。

Verizon方面长期不明的状况就是它与英国合作伙伴沃达丰之间千丝万缕，有时又颇为紧张的关系。Verizon和沃达丰共同拥有Verizon Wireless，所以收购斯普林特的计划必须得到沃达丰的首肯。Verizon和沃达丰都想全资拥有Verizon Wireless这家美国无线通讯公司。Verizon一直希望沃达丰退出合作，就在最近还鼓励沃达丰这样做。今年，沃达丰试图通过收购AT&T Wireless来退出与Verizon的合作，但以失败告终。

身为欧洲最大的无线通讯公司，沃达丰会支持Verizon收购斯普林特。知情人士透露，虽然沃达丰自己对收购斯普林特并不感兴趣，但相信这有助于增加沃达丰的利润。其次，沃达丰相信整个行业将掀起更大规模的整合浪潮，所以不论投资哪个公司，都需要它变得尽可能地强大。知情人士还透露，沃达丰还希望，无论Verizon与斯普林特协议成立怎样的公司实体，都想持有其中45%的股份，与目前持有Verizon Wireless的股份相同。这也意味著沃达丰要为收购斯普林特出资至多45%，而收购价可能高达400亿美元。

在Verizon Wireless对斯普林特发出收购要约前，沃达丰和Verizon必须在几个问题上达成一致，包括出价多少以及打算如何处置斯普林特的固定电话和长途电话业务。如果这些问题都解决了，那么Verizon向斯普林特发出收购要约可能也就是几天或几周内的事了。

如果没有一个明确的价格，沃达丰不会全力支持Verizon的收购。知情人士表示，沃达丰希望为Verizon Wireless做一个新的股息安排，并获得收购Verizon在Vodafone Italy中股份的权利。

斯普林特对Verizon最大的吸引力在于其无线波段，尤其是在Verizon希望拓展无线业务时。Verizon需要更多的无线波段，以便其新技术（如无线高速互联网接入技术）能早日成为如今数据订户线路(DSL)等宽频技术的替代选择。

与Nextel和斯普林特（两者采用两个不同的网络）的合并不同，Verizon Wireless和斯普林特采用的是相同的无线技术CDMA，而Nextel使用的一种特殊技术iDEN与CDMA不兼容。为了提供更高速度的数据服务，Nextel正在认真考虑进行大约30亿美元的升级，将整个网络转为CDMA。

Verizon收购斯普林特仍存在一些障碍。斯普林特将给正尽力缩减传统电话业务规模的Verizon带来大量的固定电话线路。而且，由于在Verizon的旗帜下将接受更严格的监管，Verizon接替斯普林特掌管这些线路后，这些线路的价值还会下降。

根据《华尔街日报》的行业市场占有率数据进行的粗略反垄断分析显示，Verizon和斯普林特的交易会在田纳西州纳什维尔、纽约州罗切斯特、圣地牙哥等地造成高度垄断。

“Verizon-斯普林特的交易不太容易进行，不是不可能，但会比较困难，”Akin Gump Strauss Hauer & Feld LLP的电信律师马奇西耶罗(Phil Marchesiello)表示。

而且在纽约市等地，还有明显的市场重叠。Verizon在纽约市无线市场大约拥有1/3的占有率，而斯普林特为10%以上。在洛杉矶，这两家公司的合计市场占有率约为40%或更多。

但联邦政府也批准了Cingular对AT&T Wireless的收购，尽管合并后的公司在一些城市的市场占有率将大大超过竞争对手。知情人士称，真正关键的是新Cingular的力量是否足以将另一家大型竞争者挤出市场。

这个问题也受到政府对无线行业分析方法的影响，政府衡量的是地方市场的占有率，而不是全国市场的数据。Verizon可能不得不退出一些大市场，但保留大部分收购自斯普林特的业务。

Verizon Wireless和斯普林特合并后，在一些大市场中拥有的无线波段可能会超出联邦监管机构不成文的上限；在审批Cingular收购AT&T Wireless一案中，联邦监管机构似乎就应用了该上限，即在每个市场中的无线波段不得超过70兆赫。

如果Verizon打算收购斯普林特这个为企业客户提供数据和语音服务的美国第三大提供商，还会打破与西南贝尔公司(SBC Communications Inc.)之间长期的相持不下。相比MCI和美国电话电报公司(AT&T)，西南贝尔只是一个发展迅速的企业服务公司。这宗交易也可能促使西南贝尔也收购一家公司，在所谓的企业服务市场与Verizon展开正面交锋。

在斯普林特和Nextel达成的临时合并协议中，双方考虑砍掉斯普林特的本地业务，这可能造成一个复杂的结构，从而避免分拆纳税。通常如果一个计划同时包括分拆和合并，分拆只有在收购方股东（在本例中也就是斯普林特）在合并后的公司中拥有50%以上的股权和投票权，才比避免纳税。

美国国税局(Internal Revenue Service)还规定，如果分拆的股票是“合并对价”的一部分，那么被收购方的股东（在本例中也就是Nextel）获得的投票权必须不超过20%，才无需纳税。雷曼兄弟(Lehman Brothers)的税务和会计分析师威兰斯(Robert Willens)表示, 这是一个问题，因为根据交易条款，Nextel股东在分拆中获得的股份要比这个比例高得多。

斯普林特可能会给Nextel的股东额外的现金，或者Nextel股东可在分拆中获得49%的股份，但投票权较少。这将满足投票权不超过20%的规定。“这宗交易不该在税务问题上失败，”威兰斯表示。

赛门铁克和Veritas展开深入的收购谈判

Symantec Could Strike a Deal To Buy Veritas by End of Week

Symantec Corp. may announce an agreement to buy Veritas Software Corp. by the end of the week, people familiar with the negotiations said, in a bid to create a software powerhouse with broad reach in both the consumer and corporate markets.

The possible deal, likely to be an all-stock transaction that tops Veritas's market value of $11.5 billion, signifies the accelerating pace of consolidation in the software industry, a trend underscored this week with Oracle Corp.'s $10.3 billion deal to buy PeopleSoft Inc. after an 18-month hostile-takeover battle.

For Symantec, the bid for Veritas represents an ambitious attempt to use the company's highflying shares to expand the company's business from its core desktop antivirus and computer-security products into a broader role guaranteeing the integrity of corporate information. It also would cap a six-year effort by Chief Executive John W. Thompson, a former International Business Machines Corp. executive, to use acquisitions to expand Symantec's role into the corporate-technology market.

Mr. Thompson has reason to try to broaden his company's business now, analysts and industry executives said, with Microsoft Corp. expected to make a big push into the antivirus-software market. Veritas, which makes storage- and other data-management software, occupies a niche deep in corporate-information networks, where security is an increasingly crucial concern.

"They have to be a huge buyer," Robert Shaw, chief executive of ArcSight, a Silicon Valley computer-security company, said of Symantec. "They have a huge threat on the horizon from Microsoft."

Both companies declined to comment on reports of the talks, published in the New York Times yesterday, and the precise terms under discussion couldn't be determined. Veritas shares jumped following the reports and were up $2.19, or 8.7%, at $27.38 as of 4 p.m. in Nasdaq Stock Market composite trading; Symantec's shares were down $5.41, or 16%, at $27.45 on Nasdaq amid concerns the acquisition could slow the company's torrid growth. The stock movements are complicating the completion of a deal, one person familiar with the matter said, though such concerns weren't considered insurmountable.


It also is possible that other bidders may emerge to try to top any offer by Symantec. Hewlett-Packard Co. and Oracle both have evaluated a Veritas acquisition in the past, executives have said, and analysts said the list of other possible bidders includes IBM, Microsoft and EMC Corp.

EMC took the opportunity to jab at its chief rival. "Someone absorbing Veritas was inevitable," spokesman Greg Eden said, adding that the company doesn't comment on speculation about its own acquisition plans.

Veritas, of Mountain View, Calif., has been near the top of the list of possible software-acquisition targets, particularly since June, when the company was among the many software companies that missed revenue forecasts. The company is the No. 2 maker of data-storage software, behind EMC, according to market-researcher IDC, but claims No. 1 positions in two segments of that market -- data backup and archiving software, and file-system software. More recently, the company has moved into the field of systems management, including a technology known as "grid computing" that helps distribute processing loads among server systems that may be located in different places.


Lagging growth in the U.S. has focused attention on what some analysts call the disappointing results from Chief Executive Gary Bloom's attempts to reinvigorate growth through acquisitions, particularly the 2002 deals for Precise Software Solutions Ltd. and Jareva Technologies Inc., for a total of $599 million.

"That, along with the fact the business has clearly slowed down, has taken away a lot of the luster Veritas had as one of the premier growth players in the business," said Drew Brosseau, an analyst with S.G. Cowen in Boston.

In addition, Veritas in March was forced to restate its results for 2001 and 2002 and delay the filing of its annual report for 2003, the result of accounting irregularities that surfaced after the resignation of its former chief financial officer, who had falsified parts of his résumé. The company's shares are trading well off their 52-week high of $40.68.

Symantec's shares, in contrast, have been on a tear this year, boosted by the hot market for security technology. Symantec's business has been growing more than 30% a year, compared with percentage growth in the teens for Veritas. Yet despite Mr. Thompson's efforts to build Symantec's corporate business, the bulk of its revenue comes from its antivirus software, with a sizable share of that business derived from its Norton products that are sold to consumers through retailers and other channels. Symantec made a move into the market for data-backup and recovery products last year with its acquisition of PowerQuest Corp.

Veritas remains one of the most dominant enterprise-software franchises that hasn't been snapped up by a bigger provider. "Whoever does get Veritas will have a leg up on any competitor," said Nitsan Hargil, an analyst at Friedman Billings Ramsey.

赛门铁克和Veritas展开深入的收购谈判


知情人士周二向《华尔街日报》(The Wall Street Journal)透露，赛门铁克(Symantec)正与Veritas Software展开深入的收购谈判，本周末可能会宣布结果。

这项收购交易将缔造一个新的软件巨头，将赛门铁克在防病毒和网络安全方面的优势与Veritas在存储和系统管理软件方面的优势结合起来。

这笔交易将采用全股票交易方式，但具体条款尚未敲定。不过，这些知情人士称，谈判最后也可能以失败告终。

Veritas的市值大约115亿美元，目前交易价格为27.58美元，远远低于其52周高点40.68美元。有关双方进行收购谈判的报导首先出现在《纽约时报》(The New York Times)上，结果引发Veritas的股票周二早盘大幅跳涨超过2美元。

赛门铁克股价下跌4.04美元，或12.3%至28.82美元。收购Veritas虽然能够使赛门铁克获得更多企业用户，但投资者担心，收购本身可能使公司的增长放缓。

一位知情人士透露，股价波动本身也会增加完成交易的复杂性，即便这种难题是可以解决的。

赛门铁克首席执行长约翰?汤普森(John W. Thompson)从1999年就职以来就在改组公司。他以前在国际商业机器公司(International Business Machines Corp.)担任高管。汤普森将赛门铁克的业务集中在网络安全方面，分拆了所有不相关的产品，公司的管理层也大换血。赛门铁克最著名的就是诺顿(Norton)系列防病毒产品和个人电脑实用工具。

这项正在商谈中的收购交易进一步显示出安全性对信息技术行业的重要性，一方面这是由于各种病毒、蠕虫和骇客近些年来十分猖獗；另一方面是由于企业需要遵守萨班斯?奥克斯利修正案(Sarbanes-Oxley)中提出的保证公司财务系统安全的规定。

两家公司的发言人均未置评。

斯普林特和Nextel的合并将使摩托罗拉受损

Deal Talks Hit Motorola Stock

Motorola Inc. is likely to feel the fallout of any deal that combines Sprint Corp. and Nextel Communications Inc.

The Schaumburg, Ill., telecommunications-equipment maker has enjoyed a coveted monopoly status as Nextel's sole equipment vendor for more than a decade, supplying millions of cellphones and infrastructure for Nextel's wireless network. Nextel is Motorola's largest customer, providing nearly one-fifth of both Motorola's handset and infrastructure revenue. Motorola was an early investor in Nextel, a stake that for a time gave Motorola the right to name two directors to Nextel's board.

Underscoring the importance of this business, one of the first things Ed Zander did after he became Motorola's chief executive and chairman in January was visit his counterpart at Nextel, Timothy Donahue.

But a Nextel merger with Sprint is expected to end that unique relationship, raising some big questions about how bad a hit Motorola would suffer. The merger comes just as Motorola appears to be righting itself after several years of lackluster performance.


One of Motorola's push-to-talk phones made for Nextel


Reflecting that concern, Motorola's stock sank Friday on the news of a tentative agreement. At 4 p.m. the stock stood at $16.34, down $1.38, or 7.8% in composite trading on the New York Stock Exchange.

"The question at the end of the day is not whether Motorola will be negatively impacted," said Tal Liani, an analyst with Merrill Lynch & Co. "The question is to what extent."

A primary concern is that a merger probably would involve Nextel's migrating to technology called CDMA that is used in Sprint's wireless network. Motorola isn't a big maker of equipment using that technology, which is dominated by other vendors such as Lucent Technologies Inc. and Nortel Networks Corp.

Motorola specializes in another digital wireless standard, called iDEN, which has enabled Nextel to run its popular push-to-talk handsets that work like walkie-talkies. These handsets are Motorola's most profitable, fetching on average about $250, compared with $170 for CDMA handsets. A merged Nextel-Sprint no doubt would continue to offer the push-to-talk option, but on a CDMA network, analysts said.

The loss of the iDEN business, which amounts to more than $3 billion of annual revenue for Motorola, would shave eight cents from Motorola's annual earnings per share for the next three years at least, wrote Ehud Geldblum , an analyst with J.P. Morgan Chase & Co., in a report Friday. That would amount to about 10% of Motorola's estimated 2004 per-share earnings.

Motorola, which invented iDEN, had expected declining revenue in the coming years from the technology, as it isn't capable of handling features such as high-speed Web surfing that are becoming commonplace on new handsets used on upgraded CDMA networks. But a Sprint-Nextel merger would accelerate that decline, analysts said.

A Motorola spokeswoman said that "Sprint and Nextel are both important customers of Motorola." But a person with knowledge of the company said executives, including Mr. Zander, were angered over their stock's reaction to the deal. The person said the company feels investors are ignoring its turnaround and the slew of new Motorola products.

A Sprint-Nextel deal might not be all bad news. Motorola could win new business from the merged company. Sprint gets its handsets primarily from Samsung Electronics Co., Sanyo Electric Co. and Nokia Corp. -- and not from Motorola. Sprint generally prefers Asian manufacturers that are less prickly about not having their brand names on the handsets that Sprint sells.

A merger actually could ease some concerns at Motorola that it was about to miss out on valuable infrastructure business from Nextel. Nextel has been considering an upgrade of its own network and appeared to be leaning toward technology called Flash-OFDM, made only by Flarion Technologies, based in Bedminster, N.J.

Though it has reduced its stake in Nextel in recent years, Motorola remains a large shareholder of Nextel, and would be a significant shareholder in the merged company.
斯普林特和Nextel的合并将使摩托罗拉受损

一旦斯普林特公司(Sprint Corp.)与Nextel Communications Inc.双方就合并交易达成协议，摩托罗拉(Motorola Inc.)便很可能会受到伤害。

摩托罗拉公司10多年来一直享有Nextel的独家设备供应商这一令人垂涎的地位，它向Nextel的无线网络提供了数百万部手机以及其他电信基础设施。Nextel是摩托罗拉的最大客户，后者近五分之一的手机和电信基础设施销售收入来自Nextel。摩托罗拉还是Nextel的早期投资者，它的投资一度使其在该公司的董事会占据两个席位。

有一件事可以表明Nextel对摩托罗拉的重要性。爱德华?桑德尔(Ed Zander)在今年1月出任摩托罗拉的首席执行长兼董事长后的首要大事之一就是去拜访Nextel的董事长兼首席执行长提姆斯?多纳络(Timothy Donahue)。

但Nextel与斯普林特的合并预计将会给这种特殊关系划上句号，而摩托罗拉将因此而遭受多么沉重的打击也是个很值得关注的问题。经历了数年业绩疲软之苦的摩托罗拉眼下才刚刚显现出步入正轨的迹象。

受这一担忧的影响，在传出Nextel和斯普林特达成初步合并协议的消息后，摩托罗拉的股价上周五出现了下跌。该股上周五收于16.34美元，下跌1.38美元，跌幅7.8%。

美林公司(Merrill Lynch & Co.)的分析师泰尔?尼亚利(Tal Liani)说，现在的问题已不是摩托罗拉是否将受到负面影响，而是受到负面影响的程度有多大。

人们主要担心的一点是，Nextel在与斯普林特合并后会转而采用斯普林特的无线网络目前使用的CDMA技术。摩托罗拉并非CDMA设备的主要生产商，目前在此领域占据统治地位的是朗讯科技(Lucent Technologies Inc.)和北电网络(Nortel Networks Corp.)等公司。

摩托罗拉擅长的是生产采用另一种无线技术标准iDEN的电信设备，Nextel广受欢迎的“即按即说”(push-to-talk)手机采用的就是这一技术。这种手机是摩托罗拉利润率最高的产品，平均售价约为250美元，而采用CDMA技术的手机平均售价为170美元。分析师们说，Nextel在与斯普林特公司合并后无疑还会继续向客户提供“即按即说”手机，不过却是在CDMA网络上。

iDEN业务每年可为摩托罗拉贡献30亿美元以上的收入，摩根大通(J.P. Morgan Chase & Co.)的分析师艾胡德?哥德布鲁姆(Ehud Geldblum)在上周五的一份报告中称，这方面蒙受的损失将使摩托罗拉未来3年的年度每股收益至少降低8美分，大约相当于摩托罗拉2004年每股预期收益的10%。

作为iDEN技术的发明者，摩托罗拉早就预计到未来几年中从这项技术中获得的收入将会下降，因为这一技术无法使手机具备高速网上冲浪等功能，而适用于CDMA升级网络的新型手机则具备这些功能。但分析师们说，斯普林特与Nextel的合并将加速iDEN技术的衰落。

摩托罗拉公司的一位发言人说，斯普林特和Nextel都是摩托罗拉的重要客户。但据一位了解内情的人士说，包括桑德尔在内的摩托罗拉高层对于本公司股价在合并谈判消息传出后所作出的反应甚感不悦。这位人士说，摩托罗拉认为投资者忽略了该公司在业务上出现的转机以及公司刚刚推出的一系列新产品。

斯普林特与Nextel的合并可能也并非全是坏事。摩托罗拉可能会从这家合并后的公司赢得新的生意。斯普林特主要从三星电子(Samsung Electronics Co.)、三洋电机(Sanyo Electric Co.)和诺基亚公司(Nokia Corp.)采购手机，摩托罗拉不是它的主要供应商。斯普林特总的来说愿意从亚洲的手机生产商那里采购产品，因为这些厂家对于斯普林特不在其出售的手机上表明原厂品牌并不是很在意。

这笔合并交易实际上有助于缓解人们对摩托罗拉可能失去Nextel丰厚的基础设施订单的担忧。Nextel一直在考虑对自己的网络进行升级，而且似乎倾向于采用一种名为Flash-OFDM的技术，使用这种技术的设备只有Flarion Technologies才能生产。

虽然近年来摩托罗拉已经减少了其所持有的Nextel的股权，但它仍然是这家公司的大股东，并且也将是合并后公司的一个重要股东。

联合技术出价13.9亿英镑收购Kidde
Kidde May Reject Latest Buyout Bid By U.S. Company

LONDON -- United Technologies Corp. submitted its third -- and what it says is likely its final -- takeover bid for British fire- and safety-products maker Kidde PLC , which may reject the ￡1.39 billion ($2.65 billion or �2 billion) offer, as it has with previous ones, people close to the situation said.

Kidde hasn't officially responded to the proposal, which offers 165 pence a share, the same as last week's bid, according to people close to the situation. Kidde's board is expected to meet today.

United Technologies made its latest bid after sending 35 executives to Kidde, based in Colnbrook, England, for three days of financial and operational inspections, a process known as due diligence. The U.S. company, which has vowed it won't overpay for Kidde, isn't likely to raise its latest offer, people close to the situation said. The latest offer is the same total price as last week's bid, though it is based on more-thorough research of the company.

Spokesmen from Kidde and United Technologies declined to comment.

The stalemate comes as several big U.S. conglomerates have been snapping up companies like Kidde, which makes fire and security systems and provides services for them. The industry is growing as developers have been spending more on such systems amid increased awareness of terrorism and other threats. The products have high margins, and the service contracts that often come with them are even more lucrative, people in the industry said.

News of United Technologies' offer sent Kidde shares down yesterday afternoon. Kidde shares closed in London down nearly 5%, or eight pence, at 154.75 pence. The big discount to United Technologies' offer price suggests the market thinks the potential deal will fall through.
联合技术出价13.9亿英镑收购Kidde

据知情人士称，联合技术公司(United Technologies Corp.)向英国消防及安全产品制造商Kidde PLC发出第三份收购要约。联合技术公司将此视为最后的出价，而Kidde可能会像之前一样拒绝这份出价13.9亿英镑的要约。

Kidde尚未正式做出回应。据消息人士透露，这份的出价为每股165便士，同上周的出价相同。Kidde董事会将于周三开会。

知情人士称，联合技术公司不太可能提高出价，因为随著美元走软，目前的报价正变得更高。

伦敦证交所拒绝德国收购要约

LSE rejects ￡1.35bn bid from Deutsche

The London Stock Exchange on Monday rejected an offer from Deutsche B?rse, its bigger German rival, valuing it at about ￡1.35bn ($2.6bn), or 530p per share, a significant premium to Friday's closing price of 430p.


The approach is believed to have come over the weekend from Werner Seifert, Deutsche B?rse's chief executive, who has made little secret over the past year of his interest in acquiring the LSE following a failed merger effort four years ago.

But in a short statement released on Monday the LSE said the offer “undervalues the company and the substantial synergies that would be available from the combination of LSE with another major exchange group.”

It added that the board believes in the “company’s strong growth prospects” and is fully committed to delivering value to shareholders “as an independent group”.

But the LSE said it had agreed to hold discussions with Deutsche B?rse to see if a “significantly improved proposal” could be agreed.

Deutsche B?rse said on Monday that it had accepted the invitation to hold further talks with its UK rival to “demonstrate... the full benefits of its proposal and its belief that such proposal can be successfully implemented.”

The move comes after a rise of 25 per cent in the LSE's shares in recent weeks on speculation that the German exchange was planning to make a bid. On Monday LSE shares surged 21 per cent to 520? in morning trade. Deutsche B?rse shares shed 4 per cent to �42.75 as investors worried the German exchange was overpaying for its rival.

There has been persistent speculation that the LSE, the smallest of Europe's stock exchanges, is a bid target for the German bourse following the previous planned merger which was derailed by opposition from London shareholders.

In recent months, following talks with its biggest users, the LSE has made it clear it does not believe a deal with any competing exchange is feasible as long as competition concerns are likely to be raised.

In addition, the LSE has told bankers that it is concerned about the structure of Deutsche B?rse, which incorporates a fully-owned clearing and settlement business. This vertical structure has been a target of European securities regulators that are seeking to promote a more efficient cross-border market that reduces the cost to participants.

The LSE's board is understood to have taken legal advice about how European competition authorities are likely to view a merger between it and any other European exchange. While a deal is viewed as likely to succeed, a challenge would be widely expected.

When the planned tie-up in 2000 between the exchanges was derailed, the legal advice concluded that "on balance" the merger would eventually be approved.

But the LSE believes any deal would first be subject to a protracted tussle with the European Commission.

Although the LSE is now shareholder-owned, it is unusual as a public company because it remains dependent on the goodwill of its customer base.
伦敦证交所拒绝德国收购要约

伦敦证券交易所(London Stock Exchange)周一拒绝了德国证券交易所(Deutsche B?rse)的收购报价。德国证交所对伦敦证交所的估价是大约13.5亿英镑(合26亿美元)，即每股530便士，远高于伦敦证交所周五430便士的收盘价。


据悉，收购接洽是由德国证交所首席执行官维尔纳?塞弗特(Werner Seifert)周末作出的。在过去一年里，他对收购伦敦证交所的意图相当坦白。德国证交所在4年前曾试图兼并伦敦证交所，但未能成功。

但伦敦证交所在周一发布的一份简短声明中表示，德国证交所的出价“低估了公司的价值，也低估了伦敦证交所与另一家大型证交所合并能够产生的实质性增效作用”。

伦敦证交所补充说，董事会对“公司的强劲增长前景”有信心，并坚守“作为一家独立集团”给股东带来价值的承诺。

但伦敦证交所表示，它已同意与德国证交所进行磋商，看是否有可能商定“经大幅改进的收购建议”。

德国证交所周一表示，它已接受邀请，准备与其英国竞争对手举行进一步谈判，以“展示……其收购建议的全部益处，以及对这一建议能够成功实施的信念”。

此前，伦敦证交所的股票最近几周上涨了25%，原因是外界猜测，德国证交所计划对其出价收购。本周一早盘交易中，伦敦证交所股票飙升21%，至520?便士。同时，由于投资者担心德国证交所出价过高，这家德国交易所的股票下跌4%，至42.75欧元。

伦敦证交所是欧洲最小的一家股票交易所。外界一直推测，它是德国证交所的收购目标。此前两家证交所计划合并，但因伦敦证交所股东的反对而未能成功。

甲骨文以103亿美元买下仁科

Oracle buys PeopleSoft for $10.3bn

PeopleSoft finally agreed yesterday to a sweetened $10.3bn offer from Oracle, the database software giant, ending an often bitter 18-month battle by the business software group to remain independent.


Oracle's raised offer of $26.50 per share was approved by both companies' boards. Oracle had said its previous bid of $24 a share was its best and final offer but agreed to raise the offer to overcome objections from PeopleSoft's shareholders and directors.


The deal, which is expected to close by early January, represents a victory for Larry Ellison, Oracle's founder and chief executive, and will enable Oracle to expand its business applications software arm and consolidate the California-based company as the second largest software vendor after Microsoft.


“This merger gives Oracle even more scale and momentum . . . this merger works because we will have more customers, which increases our ability to invest more in applications and development and support,” said Mr Ellison.


He addded that he expected the deal to enhance group earnings by 1 cent in the fourth quarter of the current year, by about 2 cents a quarter or 8 cents per year in fiscal 2006 and a bit more in 2007.


Oracle which currently gets 80 per cent of its revenues from database software sales, will become the second largest applications software group behind Germany's SAP.


Oracle and PeopleSoft together have around 25 per cent of the market for business applications software while SAP has a 39 per cent share.


Oracle's pursuit began in June 2003 with an offer of $16 a share, or about $5.1bn, when PeopleSoft shares were trading at $15.11.


The fight led to the removal of PeopleSoft chief executive Craig Conway and the return of founder David Duffield. The US Justice Department lost its attempt to block the deal after a month-long trial in June.


Mr Ellison won European Union approval for the deal in October and since then, 61 per cent of PeopleSoft holders tendered their shares.


PeopleSoft had rejected five Oracle takeover bids, maintaining that Oracle's last offer of $24 a share did not value the company fairly. The battle had been set to continue today at a court hearing in Delaware. But yesterday, PeopleSoft said the revised offer provided “good value for PeopleSoft stockholders”. Oracle revealed second-quarter results yesterday. The company, said net income rose to $815m, or 16 cents per share, from $617m, or 12 cents per share, in the same quarter last year.

Revenues increased 10 per cent to $2.76bn and software revenue jumped 13 per cent to $2.22bn.

PeopleSoft shares rose $2.48, or 10 per cent, by lunchtime in New York to $26.43. Oracle was up $1.21, or 9.1 per cent, at $14.49.
甲骨文以103亿美元买下仁科

仁科(PeopleSoft)昨天最终接受了甲骨文(Oracle)加价后的103亿美元收购报价，从而结束了这家商业软件集团18个月来力求保持独立的抗争。


数据库软件巨头甲骨文提价后，每股26.50美元的报价得到了双方董事会的批准。甲骨文曾表示，它先前提出的每股24美元是它最好和最终报价，但后来又同意提高价码，以平息仁科股东和董事的反对。

预计这笔交易将于明年1月初之前完成，它象征着甲骨文创始人兼首席执行官拉里?埃利森(Larry Ellison)的胜利。它将让甲骨文得以扩张其商业应用软件部门，并巩固它仅次于微软(Microsoft)的第二大软件公司地位。甲骨文总部位于加州。

“这一合并让甲骨文拥有更大规模和动力……这一合并行得通，因为我们将拥有更多客户，而这将提高我们的能力，让我们得以在应用软件、开发和支持等方面投入更多，”埃利森先生说。

他补充说，他预计该交易将使集团本年度第四季每股盈利增加1美分，在2006财年每季度增加约2美分，全年增加8美分，2007年增加幅度稍大。

甲骨文目前有80%的收入来自数据库软件销售，收购仁科后，它将成为第二大应用软件集团，仅次于德国的SAP。

甲骨文和仁科加起来占商业应用软件市场25%左右的市场份额，而SAP则占有39%。

南非媒体集团Naspers将收购北青传媒9.9%股份
Naspers Agrees to Buy 9.9% Stake In Beijing Media Ahead of IPO

Beijing Media Corp. said Naspers Ltd. agreed to buy a 9.9% stake of the media company for at least 280.7 million Hong Kong dollars (US$36.1 million) ahead of its initial public offering.

Beijing Media will be the first Chinese state-owned media company to be listed abroad. It handles advertisements for newspapers in the Beijing Youth Daily Group, including the city's top newspaper in terms of advertising revenue.

Beijing Media 's President Sun Wei said yesterday that South African media group Naspers won't be able to sell any of its Beijing Media shares for six months after the listing.

IN THE MARKET



See more coverage of Asia's financial sector, from IPOs to banking to bond offerings.



Beijing Media 's listing is the first time the Chinese government has opened up its politically sensitive media industry to public ownership, allowing the company to raise funds to develop new businesses. At the same time, shareholders abroad won't be able to exercise editorial influence as they will own shares only in the advertising arm.

For investors such as Naspers, the opening of China's media companies creates opportunities to share the windfall of the country's fast growing advertisement revenue market, which rose 29% to 24.3 billion yuan (US$2.93 billion) last year from a year earlier.

Beijing Media is scheduled to list on the Hong Kong exchange's main board Dec 22. The company is selling 47.74 million shares, or 25% of the media firm, for HK$14.95 to HK$18.95 each, aiming to raise as much as HK$904.7 million. It has an overallotment option to sell an additional 15% of the offered shares.

Of the offered shares, 90% will be sold to institutional investors and individual investors will take up the remaining 10%.

The retail tranche of the IPO is set to open today, while the institutional tranche started bookbuilding Friday. Both will be closed Thursday and Beijing Media will price the shares a day later.

Beijing Media forecast a net profit of least 194 million yuan for 2004, compared with 153 million yuan in 2003 and 139 million yuan in 2002.

The company said it will spend HK$180 million to develop a weekend newspaper and a number of weekly magazines, HK$250 million to start television business, HK$200 million for acquisition and HK$47 million for general working capital.

After buying Beijing Media 's shares, Naspers will own interests in two China-based companies listed in Hong Kong. Naspers also owns 37.5% of China's largest instant-messaging platform operator Tencent Holdings Ltd.
南非媒体集团Naspers将收购北青传媒9.9%股份

中国国有媒体北青传媒股份有限公司(Beijing Media Corp.)周日称，南非媒体集团Naspers Ltd. (NPSN)已同意在北青传媒首次公开募股之前收购该公司9.9%的股份，作价至少2.807亿港元。北青传媒的上市具有里程碑的意义，这是中国政府首次允许公众持股政治敏感的媒体行业。Naspers同时持有中国最大的即时讯息平台运营商腾讯控股有限公司(Tencent Holdings Ltd.) 37.5%的股权。

通用汽车和戴姆勒克莱斯勒联合开发混合动力汽车
GM, Daimler Team Up on Hybrids

General Motors Corp. and DaimlerChrysler AG joined forces to develop hybrid gasoline-electric engines for cars and light trucks, setting up a showdown with Toyota Motor Corp. in a race to dominate what is emerging as one of the global auto industry's most important new fuel-saving technologies.

Hybrids vehicles -- powered partly by gasoline, partly by batteries -- right now represent a tiny niche, accounting for less than 1% of the roughly 16.5 million cars and light trucks expected to be sold in the U.S. this year. But the commitment by GM and DaimlerChrysler to commercialize their own version of the technology underscores the growing consensus that hybrids will grow into a sizable and lucrative segment in the next decade, particularly if oil prices remain at current levels and environmental regulators keep up pressure to cut emissions linked to global warming.

Another potentially big hybrid market: China, where air pollution is a serious problem. Toyota recently announced plans to build the Prius jointly with a Chinese partner.

VYING FOR TOYOTA


? U.S. Governors Woo Toyota as Big 3 Lag




The auto makers didn't disclose terms, though industry observers believe it will likely involve at least several hundreds of millions of dollars.

GM and DaimlerChrysler officials said they aim to develop technology that will leapfrog today's hybrids and provide even greater fuel economy and towing power than those offered now by Toyota, Ford Motor Co. and other car makers. They declined to say how many hybrid vehicles they expect to build annually, but said they believe industry estimates that hybrids could account for as much as 15% of the overall car market are realistic.

Their hybrid design should first appear in late 2007 in two of GM's most popular full-size SUVs, the Chevy Tahoe and the GMC Yukon. DaimlerChrysler said the jointly developed hybrid engine would first appear in its Dodge Durango SUV, probably shortly after the launch of the GM vehicles. By contrast, Toyota has said it hopes to sell as many as 300,000 hybrid vehicles a year globally by the middle of the decade.

Besides Toyota's lead in hybrids, the threat of tougher emissions standards also nudged the two companies together. Hybrid technology would help GM and DaimlerChrysler meet increasingly stringent government rules on global-warming emissions and tougher fuel-economy standards. Earlier this year, California passed a law that would require a roughly 30% reduction in global-warming emissions from cars and light trucks by the time the measure takes full effect in 2016. Several northeastern states and Canada are considering copying the California rule.

Last week, an auto industry trade group that includes GM and DaimlerChrysler sued to block the California law, saying the power to regulate fuel-economy lies with the federal government, not the states, and that the law would substantially raise the cost of vehicles sold where it is in effect.

A Chrysler spokesman acknowledged yesterday that stricter California regulations played a role in the company's decision to pursue the joint development of hybrid engines with GM, but that "it's not the sole reason for doing this."

Toyota has had its main hybrid vehicle, the Prius compact, on the U.S. market for four years, and will add hybrid versions of the Toyota Highlander and Lexus RX330 SUVs next year. Ford, which uses technology very similar to Toyota's and has exchanged hybrid-related patents with the Japanese auto maker, has just launched a hybrid version of its midsize Escape SUV. Nissan Motor Co., which licenses Toyota's technology, and Honda Motor Co. each have a hybrid car on the market, too.

"We welcome GM and DaimlerChrysler in developing hybrid technology, but we've got one on the road today," said John Harmon, a Ford spokesman.

The GM-DaimlerChrysler tie-up raises the possibility that the world's auto makers are headed for a VHS vs. Betamax-like technology war to line up suppliers behind their respective camps. While car makers take much of the credit for developing new technologies, they rely heavily on their suppliers for research and expertise to make them commercially viable.

One big key to the hybrid race will be which group can drive down the cost of its technology the fastest. Right now, most hybrids carry about a 15% price premium above regular versions of the same vehicle. Ford's hybrid Escape has a sticker price of about $3,500 more than a comparably equipped gasoline Escape, which goes for around $27,000. The group that narrows the premium the fastest will have an edge in winning over the customers who want hybrid-powered cars.

In this respect, a partnership between GM and DaimlerChrysler, the world's largest and fifth largest auto makers, has the promise of scale.

"In the long race in this, scale will determine who's the leader," said Lindsay Brooke, a senior analyst in hybrid powertrains at CSM Worldwide in Farmington Hills, Mich. GM, he pointed out, builds a million or more Tahoes and Yukons a year. "Even if only a very small percentage are hybrids, like 10%, it's a huge number compared to the volume we see now."

In a conference call announcing their agreement yesterday, GM and DaimlerChrysler officials said today's commonly available hybrid systems rely on much-larger electric motors than are needed in their own system. The new system will use smaller motors, allowing them to be used across a wider range of vehicles than today's typical hybrid systems, officials at the companies said.

John Hanson, a Toyota spokesman, said it is difficult to say if another type of hybrid technology can leap ahead of what his company has in the market now. "We're very happy to hear this union has been forged," he said. "It validates the fact that hybrids are mainstream technology."

The pairing of GM and DaimlerChrysler on hybrid technology represents something of a reversal by both companies. GM and DaimlerChrysler have often expressed skepticism about the hybrid technology's potential. In a letter to the U.S. National Highway Traffic Safety Administration last year, DaimlerChrysler's U.S. arm said hybrids "have no hope, in the near term, of reaching high volume or making a significant impact" on the auto industry's ability to meet tougher U.S. fuel-economy standards.

The partnership also raises questions about GM's relationship with Toyota. In 1999, they formed a five-year partnership to jointly develop hybrid and fuel-cell vehicles. But GM rejected Toyota's hybrid technology. GM and Toyota still build cars together in a jointly owned plant in California.
通用汽车和戴姆勒克莱斯勒联合开发混合动力汽车

通用汽车公司(General Motors, Corp., GM)和戴姆勒克莱斯勒(DaimlerChrysler AG)将联合开发应用于轿车和轻型卡车的汽油－电力混合引擎，与丰田汽车(Toyota Motor Corp.)展开对决阵势。在这场关于全球汽车行业最重要的新型节能技术的竞争中，各方力求取得主导权。

混合动力汽车的动力部分来自汽油，另一部分来自电池，这种汽车现在的普及率还非常低，预计今年美国销售的大约1,650万辆轿车和轻型卡车中只有不到1%为混合动力汽车。但是通用汽车和戴姆勒克莱斯勒将这种技术商业化的决心清楚的表明，混合动力型汽车将在今后10年发展成为一块规模庞大并且利润丰厚的业务，特别是如果油价继续保持在当前水平并且环境监管机构继续向汽车商施压，要求其减少尾气排放量以防止地球变暖，这块业务将更有利可图。

这种技术另外一个潜在的巨大市场是正面临严重空气污染问题的中国。丰田最近宣布了与中国合作伙伴共同生产Prius的计划。

通用汽车和戴姆勒克莱斯勒没有透露合作协议的条款，但是业内观察人士相信协议价值将至少达数亿美元。

通用汽车和戴姆勒克莱斯勒高层人士表示，他们打算开发能够超越当今混合动力技术的新技术，提供比丰田、福特汽车(Ford Motor Co.)和其他汽车厂商目前的混合型动力汽车更高的燃油经济性能和牵引力。两公司拒绝透露他们计划每年生产多少辆混合动力汽车，但表示相信业内作出的以下估计是现实的：混合动力型汽车在汽车市场的比例最高可达15%。

他们的混合动力设计将于2007年年末首先出现在通用汽车Chevy Tahoe和GMC Yukon这两款最畅销的SUV上。戴姆勒克莱斯勒称，两公司联合开发的混合动力引擎在该公司将首先应用于Dodge Durango SUV，时间可能将紧随通用之后。而丰田已经表示，预计未来一两年内每年将最多销售300,000辆混合动力汽车。

除了丰田在混合动力技术的领先地位，实行更严格排放标准的可能性也促使两家公司走到一起。混合动力技术将帮助通用汽车和戴姆勒克莱斯勒达到各国为防止全球变暖而颁布的日益严格的尾气排放标准、以及更严格的燃油经济标准。

各大汽车厂商发展混合动力汽车的一个关键是谁能最快的降低这项技术的成本。目前，大多数混合动力汽车的标价比使用普通动力的同种车的价格高出大约15%。能够以最快速度降低这一差价的厂商将更容易赢得打算购买混合动力汽车的消费者。

在这方面，世界最大汽车生产商通用汽车和第五大厂商戴姆勒克莱斯勒的联盟有望实现规模效应。

高露洁重组短期内将影响利润
Colgate's Fight for Market Share Will Likely Erode Profit

Colgate-Palmolive Co., maker of Colgate toothpaste, put a smile on investors' faces last week when it outlined plans to eliminate more than 4,400 jobs and close 26 factories. Aimed at helping the company battle rival Procter & Gamble Co., the announcement sent Colgate's share price up more than 8% in one day, adding roughly $2 billion to its market value.

But those same moves could leave a bitter aftertaste on Wall Street.

Colgate-Palmolive 's restructuring is the latest sign of how a struggle for market share between big consumer-goods companies will likely erode profit growth for the next several years. Investors in what were once regarded as staid and predictable companies could be looking at a more volatile future as longtime rivals duke it out in store aisles.

"The world has gotten a whole lot more competitive," says Bob Millen , a principal in Jensen Investment Management, in Portland, Ore., which owns about 1.6 million Colgate shares, and about 2.1 million shares in P&G.

CONSUMING INTERESTS


Take a look at the operating profit margins for Colgate and Procter & Gamble.



In 4 p.m. composite trading Friday on the New York Stock Exchange, Colgate's shares rose to $50.46, a gain of 21 cents, giving it a market capi talization of $26.74 billion. Last week, P&G's stock gained after the company raised its 2005 sales targets. On Friday, P&G's stock rose six cents to $56.44. It has a market value of $143.19 billion.

P&G started the battle with a long restructuring program that ended last year. It cut costs and jobs and plowed the savings into marketing and product development.

What followed was a slew of new products from P&G. Upgraded Pampers, Crest Whitestrips, Swiffer mops and fancier Tide detergent crowded out competit ors' products, and P&G used money saved from its restructuring program to advertise those new items on television, and discount them on store shelves.

Competitors suffered. Kimberly-Clark Corp., maker of Huggies diapers, was forced to lower its long-term earnings growth targets. So did Unilever, which makes Dove soap and All laundry detergent. Colgate, with a consistent record of double-digit earnings growth and a strong balance sheet was the last to feel the pinch. In September, it warned for the first time in nearly a decade that its 2004 profit woul d be lower than expected.

But now, after being backed into a corner for more than two years, competitors are coming out swinging. Kimberly-Clark's chief executive, Thomas J. Falk, said last week that the company was ratcheting up its research and developmen t and new-product launches. Colgate's factory closures are going to fund advertising for an increased stream of new products the company promises.

"Colgate is protecting their share in developing markets and they are trying to convince P&G that it's not wo rth their while to make a huge push into those markets," says Jim Edelman, an analyst at Highland Capital in Memphis, which owned 794,910 shares of Colgate as of Sept. 30 but doesn't issue stock recommendations. "It's a 'Let's be reasonable' argument,' " he says.

That argument isn't likely to work. P&G, which makes Crest toothpaste and Tide detergent, has been on an aggressive marketing and new-product tear. The Cincinnati company has made clear it is willing to sacrifice profit margins from time to time to keep its sales momentum strong -- and its profit margins weakened a little in P&G's fiscal first quarter. So far, the full-year impact of its aggressive tactics have been minimal. The company reiterated its 2005 profit outlook last week.

The bottom line i s that consumer-products companies, already struggling to charge a premium for everyday products such as soap and toilet paper, are going to have to spend a lot more money advertising those products to avoid losing market share to hungry competitors. And that is happening as retailers such as Wal-Mart Stores Inc. put heavy pressure on prices, making price increases almost impossible. That is good for consumers, but could be bad for investors.

The impact will be lower profit growth in coming years, analysts say. Mr. Millen estimates that Colgate's earnings per share will increase between 8% and 10% in the next 10 years, down from an average growth rate of 15% i n the past 20 years, and an 11% average growth rate in the past 10 years. Nevertheless, Mr. Millen is bullish about Colgate, believing it is making the right moves for the long term.

The latest reorganization is expected to last four years and cost between $550 million and $650 million. It should increase Colgate's gross profit and operating profit margins over time, Colgate CEO Reuben Mark said.

It will have a short-term cost, however. Last week, Colgate said that its GAAP earnings would fall next y ear, after taking into the account the impact of the restructuring. Not counting the $200 million in restructuring charges in 2005, Colgate says its earnings per share should increase between 6% and 10% next year.

So far, however, the tempered outlook for profit growth isn't reflected in consumer-product stock valuations. P&G is trading at roughly 19.5 times Banc of America's 2005 estimated earnings. Based on its "pro forma" projections and excluding its restructuring charges, Colgate was trading at 19.6 t imes 2005 estimated earnings. But including the charges in Colgate's future earnings, the company's shares were trading at roughly 22.5 times next year's earnings.

"After the worst two years [Colgate has] had in a long time, that's insanity," said William Steele, an analyst who covers the consumer-products sector for Banc of America and who rates both P&G and Colgate "neutral."
高露洁重组短期内将影响利润

牙膏生产商高露洁棕榄(Colgate-Palmolive Co., CL)上周让其股票投资者脸上乐开了花。上周，该公司公布计划称，将削减4,400个职位，关闭26家工厂。这一旨在对抗其竞争对手宝洁公司(Procter & Gamble Co.)的计划让高露洁的股价当天飙升了8%，总市值陡然增加大约20亿美元。

但是，几家同类公司采取的类似措施将给华尔街留下苦涩的回味。

大型消费品企业对市场的争夺将影响到它们未来的利润增长，而高露洁的重组计划正是这种趋势的最新体现。

对于高露洁这样一个一度被视为稳定且可预见性很强的企业来说，在其长期竞争对手的竞争攻势之下，其投资者或许将面临一个多变的未来。

投资管理公司Jensen Investment Management的负责人米伦(Bob Millen)说，这个世界的确变得竞争性越来越强了。Jensen持有约160万股高露洁股票，约210万股宝洁股票。

高露洁的股票上周五涨21美分，收于50.46美元，总市值达到267.4亿美元；宝洁股票涨6美分至56.44美元，市值达1,431.9亿美元，此前该公司上调了2005年销售预期。

实际上，是宝洁率先拉开了这波较量的序幕，去年它已完成了一项长期重组计划。在此过程中，它通过裁员等措施削减了成本，并将节省下来的资金用于市场营销和产品开发。

这一措施很快就见到了实效，随后宝洁就推出了一连串的新产品，帮宝适(Pampers)纸尿裤、佳洁士牙贴(Crest Whitestrips)、速易洁拖把(Swiffer)和太渍(Tide)洗衣粉一时间充斥了市场，让竞争对手的产品相形见绌，同时，宝洁还利用重组节省下来的资金为这些新产品在电视上大作广告，并向消费者提供折扣。

这些动作让其竞争对手深受其害。生产Huggies尿布的金佰利(Kimberly-Clark Corp.)不得不下调了长期利润预期，生产德芙(Dove)香皂和All牌洗衣粉的联合利华(Unilever)也未能幸免。高露洁则是这些消费产品巨头中最后一个感受到宝洁压力的一家。长期以来，高露洁一直保持著两位数的利润增幅和良好的资产负债水平，但今年9月份，该公司宣布2004年的盈利有可能低于预期，这一举动在其近10年来还是首次。

但现在，在忍受了两年多的困境之后，宝洁的竞争对手纷纷开始采取行动了。金佰利的首席执行长福克(Thomas J. Falk)上周表示，公司加大了新产品研发力度，推出了更多新产品。而高露洁关闭部分工厂将为其新产品的广告攻势提供更充足的资金。

位于孟菲斯的Highland Capital的分析师爱德曼(Jim Edelman)说，高露洁正在保护其在发展中国家市场上的份额，它试图使宝洁相信，花大力气向这类市场推进不会获得相应回报。截至9月30日，Highland持有794,910股高露洁的股票，但它不对高露洁的股票进行评级。

可惜，这个观点似乎并未奏效。生产佳洁士牙膏和太渍洗衣粉的宝洁公司在市场营销及新产品推广方面一直力度很大。该公司表示，为了维持强劲的销售势头，有时它会不惜牺牲利润率，实际上，第一财政季度宝洁的利润率的确有所下降。到目前为止，这种大力营销策略对全年业绩的影响尚不明显。上周，该公司重申了2005年的利润预期。

竞争的结果是，这些本来就在为能从肥皂、纸巾等日用品上赚取利润而打拼的公司还要为防范自己的市场被虎视眈眈的竞争对手抢走而掏出更多的钱作广告。这种情况已经在发生，因为沃尔玛(Wal-Mart Stores Inc.)等零售商正在大力压低供应商的价格，这使涨价变得几乎没有可能。 对消费者而言这是好事，对投资者来说可就不是什么好申事了。

分析师说，竞争的结果将是这些企业未来几年的利润增幅越来越小。米伦估计，未来10年高露洁年均利润增幅将在8%-10%之间，而在过去20年中，其年均利润增幅为15%，过去10年的年均利润增幅是11%。不过，米伦对高露洁的未来仍充满信心，他相信，该公司的重组计划是有利于长期增长的明智之举。

这次重组预计将历时4年，耗费成本5.5亿-6.5亿美元。高露洁的首席执行长马克(Reuben Mark)说，随著时间的推移，高露洁的毛利率和运营利润率将会有所提高。

不过，短期内公司必将付出代价。高露洁上周表示，在考虑重组相关支出和费用后，公司明年根据美国通用会计准则计算的利润将有所减少。如果不考虑这类支出，明年的利润将增长6%-10%。

不过，消费类股利润可能受损的影响在股票本益比上尚未得到反映。以美国银行(Banc of America)对宝洁2005年的收益预期计算，宝洁目前的预期本益比是19.5倍。至于高露洁，如不考虑重组支出，以其2005年预估每股收益计算，其预期本益比是19.6倍，而考虑重组支出后的预期本益比是22.5倍。

美国银行负责跟踪研究高露洁股票的分析师斯蒂勒(William Steele)说，高露洁刚刚经历过两年多的糟糕处境，考虑到这一点，这样的本益比简直有点“疯狂”。他对宝洁和高露洁的股票评级都是“中性”。

仁科同意103亿美元被甲骨文收购
After 18-Month Battle, Oracle Finally Wins Over PeopleSoft

Larry Ellison has staked his claim as the software industry's great consolidator.

The chief executive of Oracle Corp., a billionaire sportsman known better for the brashness of his predictions than for their accuracy, won a measure of vindication yesterday, when rival PeopleSoft Inc. agreed to be acquired for $10.3 billion, capitulating after 18 months of resistance. To seal the deal, Mr. Ellison prevailed over the U.S. government, which sued to block the merger on antitrust grounds. And he defied skeptics who warned that a hostile software takeover couldn't work because the target company's technical and management talent would walk out the door.

Now that he has rewritten the rules, Mr. Ellison says his roll-up of the business software market has just begun.

"We are the primary consolidator in the software industry," Mr. Ellison said in an interview after PeopleSoft accepted Oracle's sweetened offer of $26.50 a share. He said Oracle would again be on the prowl for major acquisitions as soon as it had digested PeopleSoft. In particular, he mentioned BEA Systems Inc. of San Jose, Calif., which has a current market value of about $3.5 billion, as "very attractive."

SOFTWARE FIGHT


? Video: Ellison Discusses the Deal

? See complete coverage of Oracle's pursuit of PeopleSoft

? See a chart of Oracle's different offers for PeopleSoft

CONFERENCE CALL


? See a transcript of Oracle's conference call, provided by Thomson StreetEvents (www.streetevents.com). (Adobe Acrobat Required.)




Once it is finalized, the PeopleSoft acquisition will radically reshape the market for software that companies use to run their financial, human-resources and other business functions, leaving just two big suppliers -- Oracle and Germany's SAP AG. More broadly, the deal creates a four-way battle among tech giants Oracle, SAP, Microsoft Corp. and International Business Machines Corp., each of which wants to offer corporations a broad menu of software and reduce their customers' reliance on other vendors.

The deal also highlights the weaknesses of these big software suppliers. Corporate customers, which spent wildly on software in the 1990s, are cutting back, buying cheaper software in smaller bites, demanding bigger discounts and testing new approaches, such as lower-cost "open source" programs. Customers are rebelling against large upfront licensing costs, ever-rising "maintenance" fees and technology that frequently fail to deliver promised benefits.

Oracle has suffered too, although the fiscal-second-quarter results it announced yesterday provide some evidence of a rebound. Its flagship database business has been under assault from both IBM and Microsoft. And it needed PeopleSoft to bolster its business-applications business, which trailed both SAP and PeopleSoft. Mr. Ellison said acquiring PeopleSoft was "crucial" for Oracle to challenge SAP.

Oracle, based in Redwood Shores, Calif., has more than 41,000 employees and reported revenue of more than $10.2 billion last year. PeopleSoft is smaller, with 11,600 employees and revenue of less than $3 billion. But PeopleSoft, which has headquarters in nearby Pleasanton, had pulled ahead of Oracle in the market for business applications software, which manages functions such as financial reporting, human resources and customer relations. The bulk of Oracle's revenue comes from sales of its flagship database systems, which function as all-purpose electronic filing cabinets and serve as the foundation for the more specialized applications.

Oracle's victory came at a higher cost than Mr. Ellison had wanted. In the end, Oracle agreed to pay $26.50 a share for PeopleSoft, 66% more than its initial offer in June 2003, and 10% higher than its "best and final" offer of $24 a share, made last month. All the while, PeopleSoft's business has been deteriorating, partly as a result of Oracle's bid. PeopleSoft's net income fell 9% through the first nine months of the year, and the company lowered its financial forecast for full-year results.

Oracle's shares rose $1.35, or 10%, to $14.63 yesterday on the Nasdaq Stock Market. PeopleSoft shares gained $2.47, or 10%, to $26.42 on Nasdaq.


Mr. Ellison has been arguing passionately that the software industry has too many companies like PeopleSoft and BEA -- which built large bases of customers during the industry's boom but have struggled in recent years as corporate spending on information technology has slumped. "The strong are going to get stronger, the weak are going to get weaker, or be bought," Mr. Ellison said.

Early in the process, Oracle signaled that it was more interested in PeopleSoft's list of customers than its technology or executives. PeopleSoft still commands hefty profit margins from "maintenance" fees, annual payments customers make for updates, bug fixes and product support. Such payments, which average about 20% of the original purchase price, represent a dependable annuity that can bolster results even when new software sales are flat. Oracle said information provided by PeopleSoft over the weekend showed PeopleSoft's maintenance revenue to be even larger and more profitable than it had previously believed.

"We think hostile takeovers do work," Mr. Ellison said. "We think the engineering team is not going to pick up and leave."

Among the midsize software companies on a list of eight potential acquisitions considered by Oracle's board in 2003 were Siebel Systems Inc., Lawson Software Inc. and Business Objects SA, along with BEA. An internal IBM document, disclosed during court proceedings, listed more than two dozen companies in the business-software market as possible targets, under the heading "Predators' Ball." Oracle's ability to acquire PeopleSoft may set off the long-anticipated feeding frenzy.

"It really is a sign that the game has changed completely," says Christopher Lochhead, chief marketing officer of Mercury Interactive Corp., a Silicon Valley software company that has done three sizable acquisitions in the past two years.

The agreement came on the eve of the resumption of a trial in Delaware over Oracle's lawsuit to overturn PeopleSoft's "poison pill" and other antitakeover defenses. But the key moment that broke the long impasse came a week earlier, as Oracle attorneys were taking the deposition of A. George "Skip" Battle, the outside director who headed the PeopleSoft board committee dealing with Oracle's bid. Over 18 months, PeopleSoft's board had rejected five different Oracle bids -- refusing to negotiate even after 61% of PeopleSoft shareholders last month effectively voted to back Oracle's $24-a-share offer.

In the deposition, Mr. Battle declared that at a price of $26.50 or $27, "I could get behind that deal, and I thought the board could." A price above $26 a share was an important threshold because Oracle had offered that amount last February before reducing its bid in May.

The signal from Mr. Battle represented PeopleSoft's first counteroffer, and untied the knot that had kept the two sides from talking. PeopleSoft's board members, afraid of destabilizing their business, had hesitated to enter negotiations without being confident they could complete a deal quickly. And Oracle, which had said repeatedly that $24 was its "best and final" offer, didn't want to be seen to be raising its bid, only to possibly have to raise it again.

But legal issues kept negotiations from getting under way. Under court rules, Mr. Battle's testimony was for "attorneys' eyes only," meaning Oracle's attorneys couldn't disclose the counteroffer to Oracle's executives or board members. Vice Chancellor Leo Strine Jr., the judge who was hearing the Delaware case, signaled last week that he wanted the offer to be discussed in open court. That persuaded PeopleSoft to share the deposition with Oracle on Friday, according to people on both sides of the deal.

That led to a weekend of long-distance negotiations over details of the merger agreement, including matters such as commission payments to PeopleSoft's sales representatives before the deal closes, according to people familiar with the negotiations. In a telephone call, Oracle board member Don Lucas told Mr. Battle that if PeopleSoft's board voted for the deal, he would rally Oracle's board to agree as well.

PeopleSoft's board voted on the proposal Sunday afternoon, with Chief Executive David Duffield, the company's founder, and board member Aneel Bhusri, a former executive, abstaining. Oracle's board approved the deal late Sunday night.

To capture PeopleSoft, Oracle had to overcome antitrust objections from the U.S. Justice Department. Its victory following a month-long trial earlier this year showed again that the shifting shape of software competition makes antitrust cases difficult to prove, and will likely open the door to even more deals.

The mere prospect of a combined Oracle-PeopleSoft sent shock waves through the software industry. In the days after Oracle initially made its takeover bid in June 2003, Microsoft and SAP considered merging, and IBM considered plunging back into the market for business-operations software, which it had exited several years ago. The Microsoft-SAP talks eventually foundered, and Microsoft executives say that they have no plans to resume talks. IBM's board decided not to change its strategy.

Oracle's plans for integrating the two companies have been complicated by an expanding list of promises to PeopleSoft's customers. When he first launched the hostile bid, Mr. Ellison said he planned to stop selling PeopleSoft's existing programs and halt any additions to its product line. But Oracle shifted its position over the ensuing 18 months, to win support from PeopleSoft customers and to avoid triggering more than $2 billion in guarantees offered by PeopleSoft in the event Oracle failed to support its products.

Yesterday, Mr. Ellison said Oracle would release a new version of PeopleSoft's products and would also develop another version of software from J.D. Edwards, which PeopleSoft acquired in 2003. Mr. Ellison said that means Oracle will maintain "the bulk" of PeopleSoft's engineering staff at its Pleasanton, Calif., and Denver campuses.

As a result, Oracle will have to maintain programs that run with database software sold by rivals, in particular IBM. Oracle will also have to retain most of PeopleSoft's support and sales teams. Oracle has committed to support the acquired products even longer than PeopleSoft would have. Oracle will add many of PeopleSoft's sales reps to a combined sales team. Among the savings Oracle has identified are $150 million in research and development costs that can be cut from both companies, with the ax falling "a little harder on PeopleSoft, but not much," Mr. Ellison said.

Oracle said the acquisition will add a penny per share in net income in this year's fiscal fourth quarter ending in May, two cents per share each quarter next year and "a bit more" in following years. In Oracle's fiscal second quarter ended Nov. 30, the company reported net income of $815 million, or 16 cents a share, compared with $617 million, or 12 cents a share, a year earlier. Revenue rose to $2.76 billion from $2.5 billion.

The end was hard on PeopleSoft loyalists. In a conference call with thousands of employees, co-presidents Kevin Parker and Phil Wilmington were noticeably choked up, several employees said. In a letter to employees, Mr. Duffield, who employees said had lunched in the company cafeteria every day since returning to the company in October, wrote, "This is a sad day for me and, I'm sure, an equally sad day for you." To those who will lose their jobs, Mr. Duffield added, "I offer my sincere apologies for not figuring out a different conclusion to our 18-month saga."

Mr. Duffield left the company in 1999 and returned in October to defend the company against the takeover after the firing of former CEO Craig Conway. In his earlier tenure, Mr. Duffield was known for creating PeopleSoft's famously friendly corporate culture, in which employees called themselves "PeoplePeople," helped themselves to free "PeopleSnacks" and shopped at the "PeopleStore," for clothes and other items with the PeopleSoft logo.

PeopleSoft customers worried that they may soon have to switch software -- a time-consuming and expensive process. Jim Prevo, vice president and chief information officer of Green Mountain Coffee Roasters Inc., said he wants Oracle to improve and support PeopleSoft's programs for a decade or more, and hopes that Oracle won't force customers to move to Oracle products abruptly.

"If they try to force the move too quickly that's just going to make PeopleSoft customers unhappy," he said. The Waterbury, Vt., coffee-roasting company uses PeopleSoft software to manage its financials, supply-chain and customer-management programs. Shifting programs "is the corporate equivalent of a brain transplant. It's not easy to do," he said.

Among the biggest beneficiaries of the long takeover battle has been SAP, which has been winning customers uncomfortable about dealing with either Oracle or PeopleSoft. SAP says its world-wide market share has grown to 56%, from 51% in mid 2003, among the five biggest makers of business-application software. They are SAP, PeopleSoft, Oracle, Microsoft and Siebel Systems. By SAP's calculations, its market share is more than twice that of PeopleSoft and Oracle's combined.

SAP took advantage of the brawl by using sales representatives, e-mail and an international print-advertising campaign to target PeopleSoft customers touting SAP as a haven. "We are confident we will continue" to lead the market "and strengthen our market share," said SAP spokeswoman Frances Bell.

But even SAP was shaken enough by the initial news to begin merger talks with Microsoft. In a recent interview, SAP Chief Executive Henning Kagerman said, "We have said we can make it alone and want to make it alone." Still, he said "you cannot say never" to a potential deal.

For now, Microsoft's business applications don't compete head-to-head with those from PeopleSoft and Oracle. The Redmond, Wash., software giant has aimed its products at businesses that are smaller than those that use Oracle or PeopleSoft.

But Microsoft has visions of supplying those larger businesses, and Oracle is interested in reaching smaller firms, where the growth in business-software purchases is greatest. Microsoft's unacknowledged plans were a focus of the antitrust trial over Oracle's bid.

"Longer term, they are going to be two of the gorillas left standing and it's going to be a huge battle," said Bill Whyman, president of Precursor, a market-research firm in Washington.

IBM could lose in the deal, because many PeopleSoft customers used IBM's, rather than Oracle's, database program. As Oracle integrates PeopleSoft's products, it will prod these customers to switch to its own database. IBM agreed in September to jointly invest as much as $1 billion over five years with PeopleSoft. One person familiar with the matter said little of that money has been spent so far, and PeopleSoft was required to pay it back in case of a merger.

But the same person said that more than 90% of IBM's PeopleSoft-related revenue comes from selling hardware and services, which won't be affected. Moreover, IBM has equally strong or stronger ties with SAP. An IBM spokesman said that "IBM will continue to have a business around Oracle and PeopleSoft."

An official of BEA, the software firm Mr. Ellison called attractive, declined to comment on his remarks. "Our attorneys have told us we can't say anything," said Dick O'Donnell, vice president of corporate marketing. "But it's nice to be loved."
仁科同意103亿美元被甲骨文收购

仁科(PeopleSoft Inc., PSFT)同意以每股26.50美元现金、合总额103亿美元的价格被甲骨文(Oracle Corp., ORCL)收购，从而结束了长达数月对后者敌意收购的抵制。

仁科大约一年半以来一直反对被甲骨文收购，后者是其在商用软件市场的竞争对手。仁科董事会反复重申，该公司的价值高于甲骨文的出价，尽管大部分仁科股东都已经接受了甲骨文11月份提出的每股24美元的价格。

但仁科周一在一份声明中表示，经过一个周末的讨论，根据由独立董事组成的交易委员会提供的建议，公司董事会同意接受甲骨文的收购要约，并建议股东向甲骨文出售股票。

“经过慎重考虑，我们认为新的出价对股东有利，比10月份的出价有实质性的提高。” 仁科交易委员会主席A. George 'Skip' Battle在公司声明中说。

根据达成的协议，甲骨文将在周三前调整其收购要约，有效期将持续至12月28日。

甲骨文的最新出价较仁科上周五每股23.95美元的收盘价有大约11%的溢价。

协议还希望两家软件公司结束正在进行的法律诉讼。

另外，甲骨文周一公布第二财政季度利润增长32%，同期收入增长10%。

截至11月30日的财政季度，甲骨文实现利润8.15亿美元，合每股16美分。上年同期，该公司实现利润6.17亿美元，合每股12美分。季度收入也从上年同期的25亿美元增长至27.6亿美元。

“甲骨文的盈利能力空前巨大”，公司首席财务长哈利?尤(Harry L. You)在业绩声明中称。

甲骨文首席执行长赖瑞?艾利森(Larry Ellison)就收购仁科一事发表声明说，这项收购将使甲骨文更具规模和增长潜能。

艾利森还表示，对预估报表进行调整后，甲骨文预计收购仁科将使公司2005财年第四季度每股收益增加1美分；使2006财年每个季度的每股收益都增加2美分；并将使2007财年每股收益增加更多。