BEA Systems braces for battle with Icahn

After shooing away Oracle Corp.’s $6.7-billion takeover bid, business software maker BEA Systems Inc. dug in its heels for a potentially disruptive battle with its largest shareholder, activist investor Carl Icahn.

In a letter sent to Icahn on Monday, BEA’s board of directors reiterated its willingness to sell the San Jose-based company for $21 a share -- about $1.5 billion more than Oracle offered before retracting the bid late Sunday.

BEA’s board hinted at talks with other suitors, assuring Icahn that “we are currently exploring ways to maximize shareholder value, including the possible sale of the company.”

IBM Corp. and Hewlett-Packard Co. are seen as the two candidates besides Oracle most likely to try to buy BEA and its line of “middleware”: coding that helps business software interact with databases. IBM and HP have declined to comment on the speculation.

But Monday’s letter didn’t respond to Icahn’s demands that BEA hold a public auction and then allow shareholders to decide whether any of the bids should be accepted.

The rebuff of Oracle has driven BEA’s stock price down from a five-year high of $18.94 reached this month. The shares finished Monday unchanged at $16.50.

BEA now finds itself at odds with two billionaires: Icahn and Oracle Chief Executive Larry Ellison.

For now, Oracle appears to be encouraging Icahn to try to remove BEA’s directors.

“If the BEA shareholders are unhappy with the behavior of the BEA board, it is up to those shareholders, not Oracle, to take the appropriate action,” Oracle said after ending its bid.