ACQUISITIONS

9 Months Ended

Feb. 28, 2022

Business Combinations [Abstract]

ACQUISITIONS

2. ACQUISITIONS

Proposed Acquisition of Cerner Corporation

On December 20, 2021, we entered into an Agreement and Plan of Merger (Merger Agreement) with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities.

On January 19, 2022, pursuant to the Merger Agreement, we commenced a tender offer to purchase all of the issued and outstanding shares of common stock of Cerner at a purchase price of $95.00 per share, net to the seller in cash, without interest thereon, based upon the terms and subject to the conditions set forth in the Offer to Purchase (Offer) dated January 19, 2022, and the related Letter of Transmittal. The tender offer period is scheduled to expire on March 16, 2022; however, the parties anticipate extending the tender offer period to allow additional time for the satisfaction of the remaining conditions to the tender offer. The consummation of the Offer is subject to the valid tender of a majority of the aggregate number of issued and outstanding Cerner shares. On February 23, 2022, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, but the consummation of the Offer remains conditioned on: (i) receipt of certain regulatory approvals and, if applicable, approval under certain other foreign antitrust laws; and (ii) other customary conditions. After the consummation of the Offer and the satisfaction of certain conditions, a wholly-owned subsidiary of Oracle will merge with and into Cerner. In addition, the unvested equity awards to acquire Cerner common stock that were outstanding immediately prior to the consummation of the merger will generally be assumed by Oracle and

converted into equity awards denominated in shares of Oracle common stock based on formulas contained in the Merger Agreement. Vested equity awards outstanding immediately prior to the consummation of the merger generally will be cancelled in exchange for the right to receive an amount in cash based on a formula contained in the Merger Agreement. The preliminary estimated total purchase price for Cerner is approximately $28.5 billion.

Other Fiscal 2022 and 2021 Acquisitions

During the first nine months of fiscal 2022 and full year fiscal 2021, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements.