BEA Systems Enters Into Non-Disclosure Agreement With Carl Icahn To Provide Confidential Business Information Supporting Valuation of BEA

SAN JOSE, Calif.--(BUSINESS WIRE)--BEA Systems (NASDAQ: BEAS) today announced it has entered into a non-disclosure agreement with its largest shareholder, Carl Icahn, that will enable BEA to provide confidential business information that demonstrates that a sale of the company at $17 per share significantly undervalues the company.

“We are pleased to be able to share non-public information about BEA’s business with Mr. Icahn. We are confident this information will enable him to appreciate that the $17 per share bid from Oracle significantly undervalues BEA in a sale. All shareholders’ interests are aligned in this regard,” said Alfred Chuang, Chairman and CEO of BEA Systems. “We also want to dispel any speculation that we would engage in ‘scorched earth’ transactions to entrench ourselves at shareholders’ expense or discourage a fully valued acquisition of the company. We will undertake no such actions. Our goal has always been to maximize shareholder value, and we continue to explore ways to further this fundamental goal, including the possible sale of the company.”

About BEA

BEA Systems, Inc. (NASDAQ: BEAS) is a world leader in enterprise infrastructure software. Information about how BEA helps customers build a Liquid Enterprise™ that transforms their business can be found at bea.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the value of BEA, its growth opportunities and the synergies that might be achieved in a possible transaction. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Such risks and uncertainties include, but are not limited to, that BEA may not achieve its internal projections, that management and the Board of Directors may be distracted by Oracle Corporation's recently-announced proposal to acquire BEA, that anticipated growth opportunities might not develop, that possible synergies might not be achieved, quarterly fluctuations in customer spending due to economic, geopolitical, competitive and other factors; dependence on the growth of the markets for BEA's products, especially the markets for SOA, service infrastructure, VOIP, telecommunications and RFID software, and overseas markets such as China; changes in the standards or technologies used in the SOA, telecommunications and portal markets that could render our products less competitive; declines in spending by the telecommunications industry as a result of consolidation or adverse economic conditions; our dependence on large transactions, particularly those consummated at the end of our quarters; dependence on new product introductions and enhancements; the introduction by competitors of new products and pricing strategies; market acceptance of BEA's enhanced product portfolio; BEA's ability to integrate new technology and personnel as a result of acquisitions; the length of BEA's sales cycle; the acceptance of BEA's products by channel partners; the success of BEA's channel partners; rapid technological change; potential software defects (particularly with regard to newly introduced and planned products); BEA's ability to retain and hire key personnel; misinterpretations resulting from the provision of non-GAAP financial information; significant leverage and debt service requirements; and other risks indicated in our filings with the SEC. For more details, please refer to our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2006, our Quarterly Report on Form 10-Q for the quarter ended April 30, 2006, as well as similar disclosures in subsequent SEC filings. The forward-looking statements and risks stated in this press release are based on information available to BEA today. BEA assumes no obligation to update them.