“Is a 38.3% premium fair for Tandberg shareholders? Absolutely. Does it lock in a superior return for Tandberg shareholders and protect them from future market risk? Yes. Does it also fairly reflect risks borne exclusively by Cisco shareholders? Yes.”

– Cisco Chief Strategy Officer Ned Hooper

Cisco strongly believed that its first bid for videoconferencing equipment manufacturer Tandberg was a very good price for the company’s shareholders. The company felt as well that “no acquisition should be pursued or completed if it runs counter to the broader principles of prudence and financial fairness.” Cisco really did not want to sweeten its initial offer for Tandberg–a 38.3 percent premium over the company’s closing share price on the day before news of a possible acquisition broke.

But it did so anyway.

This morning, Cisco (CSCO) raised its bid for Tandberg to 19 billion Norwegian kroner ($3.4 billion), up from $3.0 billion. “The New Offer represents the…final price for this transaction,” Cisco said in a statement. “If the offeror does not achieve the desired level of acceptances, the offeror will withdraw the new offer and evaluate alternative ways to expand Cisco’s activities in the video communications market.”

Remarking today on speculation that Cisco (CSCO) would do just that, Ned Hooper, the company’s chief strategy officer, stressed that Cisco “will always act with fiscal prudence” as it pursues Tandberg. “We strongly believe our offer is a very good price for Tandberg shareholders,” Hooper wrote, adding that the time is right for the two companies to come together.

“However, no acquisition should be pursued or completed if it runs counter to the broader principles of prudence and financial fairness,” Hooper cautioned. “Given all the speculative ‘noise’ last week,” he added, “I wanted to take the time to reiterate these points because it is important to me, and to Cisco, that all of our stakeholders understand our position as we near the end of the offer period.”

Now Hooper didn’t come right out and say it, but his message here is pretty clear: Cisco believes the 38.3 percent premium it has offered to pay for Tandberg is a fair one and is not particularly interested in raising it just to please some ornery shareholders.

And time is running out. Note that Hooper concludes his missive by explicitly pointing out that the end of the offer period is approaching.

Sources tell Bloomberg that Cisco (CSCO) has little intention of meeting the demands of a group of investors who would like it to reach a bit deeper into its wallet before they hand over their 24 percent stake in Tandberg, the world’s second largest manufacturer of videoconferencing kit. Cisco would rather walk away than sweeten a bid that represents a 38.3 percent premium on Tandberg’s closing share price on the day before news of a possible acquisition broke.

Or that’s what Cisco wants them to think, anyway. Because scrapping what is a pretty strategic deal for the company would be silly at this point given Cisco’s huge cash reserves. Rumors that it would “strongly consider walking away” from Tandberg are likely more gamesmanship than anything else.

“I think it’s quite unlikely that they’ll drop their offer, everything points to them buying Tandberg,” Arctic Securities analyst Martin Hoff told Bloomberg. “It’s probably smart of them to send some signals to scare the shareholders into accepting the offer.”

“The Commission has to examine very carefully the effects on competition in Europe when the world’s leading proprietary database company proposes to take over the world’s leading open source database company,” said Competition Commissioner Neelie Kroes. “In particular, the Commission has an obligation to ensure that customers would not face reduced choice or higher prices as a result of this takeover.”

In short, the Commission’s concern is with Sun’s open-source database, MySQL, and Oracle’s plans for it. A preliminary market investigation has shown “that the Oracle databases and Sun’s MySQL compete directly in many sectors of the database market and that MySQL is widely expected to represent a greater competitive constraint as it becomes increasingly functional,” the Commission explained. The “investigation has also shown that the open source nature of Sun’s MySQL might not eliminate fully the potential for anti-competitive effects.” So the Commission will dig a bit deeper to determine just how much incentive Oracle has to further develop MySQL as an open-source database.

A tough break for Oracle (ORCL), which now has to suffer through an EC probe scheduled to last until Jan. 19, one that increases the chances the company may have to divest some features of Sun’s (JAVA) business to get the deal done.

Sun’s (JAVA) shareholders voted to accept Oracle’s (ORCL) offer in mid-July, so all that stands in the way of the deal’s completion is the European Commission. And the EC is set to vote on the merger on Sept. 3.

Under the terms of the deal, the retailer will acquire all outstanding Zappos shares in exchange for roughly 10 million shares of Amazon common stock, valued at about $807 million, and some $40 million in cash and restricted stock. Amazon (AMZN) says the deal should be completed by fall.

“This morning, our board approved and we signed what’s known as a ‘definitive agreement,’ in which all of the existing shareholders and investors of Zappos (there are over 100) will be exchanging their Zappos stock for Amazon stock,” Zappos CEO Tony Hsieh said in a post to the company blog. “Once the exchange is done, Amazon will become the only shareholder of Zappos stock….

“We think that there is a huge opportunity for us to really accelerate the growth of the Zappos brand and culture,” Hsieh continued, “and we believe that Amazon is the best partner to help us get there faster. Amazon supports us in continuing to grow our vision as an independent entity, under the Zappos brand and with our unique culture.”

“Zappos is a customer focused company,” said Amazon CEO Jeff Bezos in a statement. “We see great opportunities for both companies to learn from each other and create even better experiences for our customers.”

If the shoe fits, right?

Below, Bezos announces the acquisition in person.

At a special meeting Thursday, a 62 percent majority of Sun’s common stock owners–not including CEO Jonathan Schwartz and board chairman and co-founder Scott McNealy, who, oddly, did not attend–approved the deal, which calls for Oracle (ORCL) to acquire Sun (JAVA) for $9.50 per share in cash, a total of $7.4 billion.

The vote was quick and painless, I’m told. It began at 10:02 am PDT and closed at 10:05 am. The end of Sun’s 27-year history was decided in under five minutes.

Of course, the merger still faces antitrust scrutiny, but Oracle insists it will be completed by the end of the summer. Oracle is probably right. And with ownership of Sun’s Java programming language and the Solaris operating system, Oracle will be a systems and software powerhouse capable of taking Microsoft (MSFT), Hewlett-Packard (HPQ) and IBM (IBM) to the mat.

[Image credit: Ars Technica]

The company says revenue for the quarter will fall between $2.58 to $2.68 billion–down from $3.7 billion a year ago and well under the $3.03 billion for which analysts have been calling. And it expects a loss of six cents to 16 cents per share on a non-GAAP basis. That’s pretty ugly when First Call consensus has been predicting a loss of a penny per share.

What was it Oracle wants with Sun, again?

Sun (JAVA) shareholders are set to vote on the Oracle (ORCL) acquisition this Thursday.

Welcome news, right? Sadly for Dell (DELL), it was tempered by the revelation that the company’s gross margins will fall short of Wall Street expectations. And investors weren’t too happy to hear about that, sending Dell’s shares down more than three percent in late trading. The announcement comes a day before the company’s scheduled meeting with financial analysts and four days before its annual shareholders gathering.

In a filing with the Securities and Exchange Commission, Sirius XM said it will raise Karmazin’s base salary to $1.5 million from $1.25 million beginning on Jan. 1, 2010, and grant him an option to purchase 120 million shares at an exercise price of 43 cents a share. His reward for steering the company clear of bankruptcy after driving it right up to its very edge, I suppose.

Sirius (SIRI) investors who’ve seen their stock plunge to 46 cents from $2 a share can be forgiven for questioning the wisdom of such a move and wondering if perhaps there wasn’t a better use for a quarter of a million dollars at a time when the company is buried in debt. But there’s nothing much to be done about it now. Suffice it to say, the odds of Karmazin being forced out at this point are likely pretty slim.

PREVIOUSLY:

• Fee Increase Coming for Sirius XM Subscribers [Internal Doc]
• Sirius Founder: You’re 10 Years Too Late, Karmazin
• Call Me Mel “Save-My-Own-Keister” Karmazin
• Sirius-EchoStar-Liberty: Ménage-à-Blah
• Sirius: Give Me Liberty or Give Me Ergen
• A Bankruptcy Filing, Mel? Surely You Can’t Be Sirius…
• Sirius Rolls Out New 24 Hour Investor Keening Channel
• Sirius Debt Problems? Call EchoStar! No Upfront Fees!
• Sirius XM: The Beginning of the End or the End of the Beginning?
• Your Report Card Is Your Stock Price? Guess Sirius Is Making Straight $.13’s…
• Trade You 77 shares of SIRI for 1 Month of “Sirius Everything”

The company neither admitted nor denied wrongdoing, though CEO Sal Iannuzzi’s comment on the matter was fairly apologetic, as well it should be–after all, Monster had to restate its results for 1997 through 2005 to the tune of about $339.5 million (pre-tax). “This is an important step in closing an unfortunate chapter in the company’s history and putting the issue firmly behind us,” Iannuzzi said in a statement. “Our current executive team has spent the last two years refocusing Monster on its customers and shareholders, retooling the day-to-day management, and overhauling governance in an effort to adhere to the highest standards.”