Soliciting Material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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the Securities Exchange Act of 1934

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Filed by Oracle Corporation

Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Taleo Corporation

Commission File No.: 000-51299

 

LOGO

  Press Release

Oracle Buys Taleo

Adds Leading Talent Management Cloud Offering to the Oracle Public Cloud

Redwood Shores – February 9, 2012

Oracle today announced that it has entered into an agreement to acquire Taleo Corporation (NASDAQ:TLEO), a leading provider of cloud-based talent management for $46.00 per share or approximately $1.9 billion, net of Taleo’s cash and debt. Taleo’s Talent Management Cloud helps organizations attract, develop, motivate and retain human capital to improve performance and drive growth.

Together, Oracle and Taleo expect to create a comprehensive cloud offering for organizations to manage their Human Resource operations and employee careers. The combination is expected to empower employees and managers to effectively manage careers throughout their entire employment, enable organizations to retain talent and optimize costs, and improve the employee experience through faster on boarding and better collaboration with team members via social media.

The Board of Directors of Taleo has unanimously approved the transaction. The transaction is expected to close mid-year 2012, subject to Taleo stockholder approval, certain regulatory approvals and other customary closing conditions.

“Human capital management has become a strategic initiative for organizations,” said Thomas Kurian, Executive Vice President, Oracle Development. “Taleo’s industry leading talent management cloud is an important addition to the Oracle Public Cloud.”

“Taleo’s integrated cloud-based talent management solutions optimize how organizations hire, manage, develop and reward their employees and gives companies the intelligence needed to capitalize on their most critical asset – their people,” said Michael Gregoire, Chairman and CEO, Taleo. “Joining forces with Oracle gives us the opportunity to better serve our customers.”

More information on this announcement can be found at http://www.oracle.com/taleo

About Oracle

Oracle engineers hardware and software to work together in the cloud and in your data center. For more information about Oracle (NASDAQ:ORCL), visit www.oracle.com.

Trademark

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Oracle and Taleo, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Taleo, anticipated customer benefits and general business outlook. When used in this document, 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 Taleo 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 Taleo 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 Taleo. In addition, please refer to the documents that Oracle and Taleo, 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 Oracle’s and Taleo’s respective operational and other results to differ materially from 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 Taleo 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, Taleo will file a proxy statement with the SEC. Additionally, Taleo and Oracle will file other relevant materials in connection with the proposed acquisition of Taleo by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Taleo, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Tiger Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Oracle. The materials to be filed by Taleo with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Taleo 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, Taleo and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Taleo 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 Oracle’s 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 Taleo’s participants in the solicitation, which may, in some cases, be different than those of Taleo’s 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.

Contact Info

 

Carol Sato   Ken Bond  
Oracle Corporate Communications   Oracle Investor Relations  
+1.650.633.5551   +1.650.607.0349  
carol.sato@oracle.com   ken.bond@oracle.com  

Oracle Buys Taleo
Adds Leading Talent Management Cloud Offering to the Oracle Public Cloud
February 9, 2012
Filed by Oracle Corporation
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Taleo Corporation
Commission File No.: 000-51299

2
Oracle is currently reviewing the existing Taleo product roadmap and will be providing guidance to customers in accordance with Oracle's standard product
communication policies. Any resulting features and timing of release of such features as determined by Oracle's review of Taleo’s product roadmap are at the sole
discretion of Oracle.  All product roadmap information, whether communicated by Taleo or by Oracle, does not represent a commitment to deliver any material,
code, or functionality, and should not be relied upon in making purchasing decisions. It is intended for information purposes only, and may not be incorporated into
any contract.
Cautionary Statement Regarding Forward-Looking Statements
This presentation contains certain forward-looking statements about Oracle and Taleo, including statements that involve risks and uncertainties concerning
Oracle's proposed acquisition of Taleo, 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 Taleo, that could
cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this presentation 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 Taleo 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 Taleo.  In
addition, please refer to the documents that Oracle and Taleo, 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 Oracle's and Taleo’s respective operational and other results to differ
materially from those contained in the forward-looking statements set forth in this presentation. You are cautioned to not place undue reliance on forward-looking
statements, which speak only as of the date of this presentation. Neither Oracle nor Taleo is under any duty to update any of the information in this presentation.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Taleo will file a proxy statement with the SEC.  Additionally, Taleo and Oracle will file other relevant materials in
connection with the proposed acquisition of Taleo by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Taleo, OC Acquisition LLC,
a wholly owned subsidiary of Oracle, Tiger Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Oracle. The materials to be filed by Taleo with the
SEC may be obtained free of charge at the SEC's web site at www.sec.gov. Investors and security holders of Taleo 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, Taleo and their respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Taleo 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 Oracle's
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 Taleo’s participants in the solicitation, which may, in some cases, be different than those of Taleo’s 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.

3
What We Are Announcing
•
Oracle buys Taleo
•
Empowers employees and managers to effectively manage careers throughout their entire
employment –
including planning and budgeting, recruiting and on boarding, administration of
benefits and payroll, and career development and transition
•
Enables organizations to retain talent and optimize costs, establish and align employee goals,
streamline hiring processes, and accelerate leadership development
•
Improves employee experience through faster on boarding and better collaboration with team
members via social media
•
Combination creates a comprehensive cloud offering for organizations to
manage their Human Resource operations and employee careers
•
Taleo is a leading provider of cloud-based talent management software that helps organizations
attract, develop, motivate and retain human capital to improve business performance and drive
growth
•
Headquartered in Dublin, CA, with over 1,400 employees worldwide
•
Over 5,000 enterprises of all sizes rely on Taleo across many industries
•
Taleo’s cloud manages 15% of all US hires and is one of the world’s largest cloud deployments with
nearly 16 billion transactions per year
•
About Taleo
•
Transaction is expected to close mid-year 2012
•
Adds leading talent management cloud offering to the Oracle Public Cloud

4
Database
Service
Java
Service
Oracle Social
Network
Data
Service
Security
Service
Talent Management
+
Fusion
Sales and
Marketing
Fusion
Human Capital
Management
Oracle
RightNow
Service
Oracle Adds Taleo’s Talent Management Cloud
to the Oracle Public Cloud
Fusion
ERP

5
Taleo’s Talent Management Cloud
Delivers Unified Talent Management
Taleo Recruiting and On Boarding
•
Identify qualified applicants by connecting candidate performance and
retention data with sourcing and recruitment requirements
•
Reduce new employee on boarding cycle time from days to minutes
Taleo Performance and Goals
•
Real-time intelligence to drive performance assessment and set career
goals
•
Provide employees with regular and timely feedback and coaching
Taleo Compensation
•
Provides managers with real-time insight into organizational budget
•
Reward and retain high performers and make better investment in key
talent
Taleo Succession
•
Evaluate experience and skills to identify and develop future company
leaders
Taleo Learning and Development
•
Design and deliver curriculum and learning events
•
Track training to meet compliance needs
REPORTING 
& ANALYTICS

6
Effective Management
•
Staff, align and incent teams
to ensure productivity and
results
•
Plan, with a consolidated view
of headcount, budgets and
costs
•
Make better decisions with
complete workforce visibility
and business intelligence
Company Value
•
Find the right new job, quickly
get on board and up-to-speed
•
Develop a career path and
enhance skills for new roles
•
Build relationships across the
organization to enhance
productivity
Employee Value
•
Collaborate with employees to
provide better service delivery
with social media capabilities
•
Effective, compliant actions
with complete employee
information
•
Drive better talent practices
throughout the organization
HR Value
Empowered HR Team
Motivated Employees
Oracle and Taleo
Creates
Comprehensive
Cloud
Offering
to
Manage
HR
Operations
and
Employee
Careers

7
Oracle and Taleo
Delivering Great Experiences Throughout the Employee Lifecycle
Creates a comprehensive cloud offering to manage Human
Resources and employee careers
Improves employee experience
Delivers powerful intelligence and a complete social
experience
Provides managers complete knowledge of internal capabilities
and skills needed to grow the company
Provides visibility into employee profiles and access to talent
pools to source ideal candidates
Increases employee retention rates by better aligning candidates
to business requirements, and the right compensation and
growth opportunities
Simplifies on boarding by streamlining new hire paper work
Quickly aligns employees to company goals
Empowers employees with access to learning and career
management tools
Develop career opportunities with ongoing job performance and
goal assessment
Collaborate between teams and HR using social networks to
gain insight about the company, key projects and how to get
involved

8
Complexity Solved With Taleo
•
Simplified hiring, faster on
boarding and training for
seasonal workforces
•
Competitive business
environment requires advanced
career management programs
to retain top talent
•
Tap into contingent workforces
(contractors, temps,
outsourcers) for recruiting
efforts
•
Manage, recruit and develop
global workforce under local
guidelines and languages
•
Ongoing training helps reduce
potential workplace safety
incidents
* Customer Information and Logos Provided by Taleo
Taleo’s Customers Include Leaders Across
Industries
Retail &
Hospitality
Financial
Services
Technology
Media &
Entertainment
Travel
Energy &
Mining
Healthcare

9
Taleo Success Story: Hyatt
Easily Identify Top Candidates, Improving Productivity By 50%
COMPANY OVERVIEW:
•
CHALLENGES:
•
* Customer Information and Logos Provided by Taleo
Hyatt is a leading global
hospitality company with 478
properties in 45 countries and
more than 75,000 employees
Needed to assess cultural fit, customer service   
values and work ethic, when selecting best
candidates for entry level positions
TALEO PROVIDES:
•
Recruiting
RESULTS:
•
Integrated prescreening tools and behavioral
assessments focus managers on high quality
candidates
•
Recruiters are able to access the Taleo system via
mobile devices to quickly make offers on open
positions
•
Fills thousands of jobs annually while cutting costs
and turnover, reducing advertising expenses by
50%, and increasing productivity by 50%

10
Taleo Success Story: Rogers
Improved Hiring Decisions and Driving Down Attrition Rates
COMPANY OVERVIEW:
•
CHALLENGES:
•
Recruitment efforts required more formalized   
TALEO PROVIDES:
•
Recruiting
•
On boarding
•
Performance and Succession
RESULTS:
•
Reduced time to hire by 15%
•
Drove down attrition by 46% with improved
candidate prescreening
•
Drastically improved productivity and reduced
operational costs with talent intelligence
* Customer Information and Logos Provided by Taleo
As Canada’s top communications 
and media organization, Rogers
strives to be the best at what
they do –
bringing innovative
products and first-rate customer
service to the marketplace
methods to optimize effectiveness of recruiters

11
Oracle and Taleo
Complementary Talent Management and Human Capital Management Solutions
Taleo brings
complementary
solutions to the
Oracle Public
Cloud
•
Taleo brings leading Talent Management solutions to the Oracle Public Cloud
•
Oracle offers best-in-class Cloud services: Fusion Human Capital Management,
Fusion
ERP,
Fusion
Sales
and
Marketing,
Oracle
RightNow
Service,
Oracle
Social
Network,
Database
Service,
Java
Service,
Data
Service
and
Security
Service
•
Oracle’s BI and Middleware can offer value to Taleo’s customers
•
Oracle’s and Taleo’s solutions together enable enterprises to establish best
practices across all Human Capital activities, accelerate adoption, and quickly
create value
Taleo is a
leading provider
of cloud
-
based
talent
management
solutions
•
15% of all US hires flow through Taleo, processing up to 74 million transactions
per day
•
Nearly half of the top 30 career sites in the world are powered by Taleo
•
240 million candidates are on Taleo Talent Exchange, a marketplace for
sourcing candidates
•
Experienced team with specialized skills for developing, selling, servicing,
operating and supporting talent management cloud solutions

Filed by Oracle Corporation

Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Taleo Corporation

Commission File No.: 000-51299

 

LOGO

Overview and Frequently Asked Questions

 

 

Overview

Oracle Buys Taleo

Adds Leading Talent Management Cloud Offering to the

Oracle Public Cloud

 

On February 9, 2012, Oracle announced that it has entered into an agreement to acquire Taleo Corporation, a leading provider of cloud-based talent management. The proposed transaction is subject to Taleo stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close mid-year 2012. Until the deal closes, each company will continue to operate independently, and it is business as usual.

Taleo’s Talent Management Cloud helps organizations attract, develop, motivate and retain human capital to improve performance and drive growth. Over 5,000 enterprises of all sizes rely on Taleo across many industries to manage their talent. Taleo’s cloud manages 15% of all US hires and is one of the world’s largest cloud deployments with nearly 16 billion transactions per year.

Together, Oracle and Taleo expect to create a comprehensive cloud offering for organizations to manage their Human Resource operations and employee careers. The combination is expected to empower employees and managers to effectively manage careers throughout their entire employment, enable organizations to retain talent and optimize costs, and improve the employee experience through faster on boarding and better collaboration with team members via social media.

Can I still purchase Taleo products?

Yes. Until the transaction closes, Taleo continues to operate as a separate independent business. Please contact your existing Taleo sales representative to assist you, or visit www.taleo.com for contact information.

Should Taleo customers continue to call Taleo for customer support?

Yes. Until the transaction closes, Taleo continues to operate as a separate independent business. Taleo customers should continue to use existing Taleo customer service representatives for support, professional services and sales to address immediate and ongoing needs. We will communicate all changes and transitions that occur after the close of the transaction.

Should Taleo customers continue to contact their Taleo sales representatives?

Yes. Until the transaction closes, Taleo continues to operate as a separate independent business. Taleo customers should continue to rely on their existing relationships at Taleo.

 

 

2

 

 

Should Taleo partners continue to call Taleo?

Yes. Until the transaction closes, Taleo continues to operate as a separate independent business. Taleo partners should continue to use existing Taleo contacts to address immediate and ongoing needs. Oracle partners may also use their existing Oracle channels to answer any questions.

Where can I find out more information about the proposed Oracle and Taleo combination?

For more information, please visit oracle.com/taleo.

Oracle is currently reviewing the existing Taleo product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Taleo’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Taleo or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. 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 Taleo, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Taleo, 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 Taleo that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this announcement 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 Taleo 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 Taleo. In addition, please refer to the documents that Oracle and Taleo, 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 Oracle’s and Taleo’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this announcement. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Neither Oracle nor Taleo is under any duty to update any of the information in this announcement.

Additional Information about the Merger and Where to Find It In connection with the proposed merger, Taleo will file a proxy statement with the SEC. Additionally, Taleo and Oracle will file other relevant materials in connection with the proposed acquisition of Taleo by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Taleo, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Tiger Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Oracle. The materials to be filed by Taleo with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Taleo 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, Taleo and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Taleo 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 Oracle’s 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 Taleo’s participants in the solicitation, which may, in some cases, be different than those of Taleo’s 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.

 

 

LOGO

   Filed by Oracle Corporation
   Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
   Subject Company: Taleo Corporation
   Commission File No.: 000-51299

 

LOGO

Oracle Customers and Partners,

On February 9, 2012, Oracle announced that it has entered into an agreement to acquire Taleo Corporation, a leading provider of cloud-based talent management. The proposed transaction is subject to Taleo stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close mid-year 2012. Until the deal closes, each company will continue to operate independently, and it is business as usual.

Taleo’s Talent Management Cloud helps organizations attract, develop, motivate and retain human capital to improve performance and drive growth.

Together, Oracle and Taleo expect to create a comprehensive cloud offering for organizations to manage their Human Resource operations and employee careers. The combination is expected to empower employees and managers to effectively manage careers throughout their entire employment, enable organizations to retain talent and optimize costs, and improve the employee experience through faster on boarding and better collaboration with team members via social media.

Taleo’s industry leading talent management cloud is an important addition to the Oracle Public Cloud offering.

Please visit oracle.com/taleo for more information.

Regards,

Thomas Kurian

Executive Vice President

Oracle Development

Oracle is currently reviewing the existing Taleo product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Taleo’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Taleo or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. 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 Taleo, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Taleo, anticipated customer benefits and general business outlook. When used in this document, 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 Taleo 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 Taleo 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 Taleo. In addition, please refer to the documents that Oracle and Taleo, 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 Oracle’s and Taleo’s respective operational and other results to differ materially from 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 Taleo 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, Taleo will file a proxy statement with the SEC. Additionally, Taleo and Oracle will file other relevant materials in connection with the proposed acquisition of Taleo by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among, Taleo, OC Acquisition LLC, a wholly owned subsidiary of Oracle, Tiger Acquisition Corporation, a wholly-owned subsidiary of Oracle, and Oracle. The materials to be filed by Taleo with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of Taleo 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, Taleo and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Taleo 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 Oracle’s 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 Taleo’s participants in the solicitation, which may, in some cases, be different than those of Taleo’s 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.

 

LOGO