MCRS (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

MICROS SYSTEMS, INC.

(Name of Subject Company)

MICROS SYSTEMS, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.025 per share

(Title of Class of Securities)

594901100

(CUSIP Number of Class of Securities)

Peter A. Altabef

President and Chief Executive Officer

MICROS Systems, Inc.

7031 Columbia Gateway Drive

Columbia, Maryland 21046-2289

(443) 285-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications

on Behalf of the Person(s) Filing Statement)

With a copy to:

Richard B. Aldridge

Morgan, Lewis & Bockius LLP

1701 Market St.

Philadelphia, PA 19103-2921

(215) 963-4829

This Amendment No. 3 to Schedule 14D-9 (this “ Amendment ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “ SEC ”) on July 3, 2014 and subsequently amended by Amendment No. 1 filed with the SEC on July 7, 2014 and Amendment No. 2 filed with the SEC on July 14, 2014 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “ Statement ”) by MICROS Systems, Inc., a Maryland corporation (the “ Company ”). The Statement relates to the cash tender offer by Rocket Acquisition Corporation, a Maryland corporation (“ Purchaser ”), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (“ Parent ”), a subsidiary of Oracle Corporation, a Delaware corporation (“ Oracle ”), to purchase all issued and outstanding shares of the Company’s common stock, par value $ 0.025 per share at a purchase price of $ 68.00 per share, payable net to the sellers in cash, without interest thereon and subject to any required withholding of taxes. The tender offer is disclosed in the Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on July 3, 2014, and is upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 3, 2014 and in the related Letter of Transmittal, which were filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement, respectively.

Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Statement. The information in the Statement is incorporated into this Amendment by reference to all applicable items in the Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8 of the Statement is hereby amended and supplemented by amending and restating in its entirety the first two paragraphs of the subsection entitled “Antitrust Compliance” to read as follows:

“Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“ HSR Act ”), and the rules that have been promulgated thereunder by the Federal Trade Commission (“ FTC ”), certain acquisitions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (“ Antitrust Division ”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares by Purchaser pursuant to the Offer is subject to such requirements. Pursuant to the HSR Act, on July 1, 2014, Oracle and the Company filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division. On July 16, 2014, the waiting period under the HSR Act applicable to the Offer expired.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

(MM) (NASDAQ:MCRS)
Historical Stock Chart
From May 2024 to Jun 2024

(MM) (NASDAQ:MCRS)
Historical Stock Chart
From Jun 2023 to Jun 2024