This excerpt taken from the ORCL 8-K filed Mar 2, 2006.
Exchangeable Shares and Series A1 Preferred Stock
In connection with the acquisition of Janna Systems Inc. (Janna) in November 2000, the Company issued certain Janna stockholders that were residents of Canada newly issued exchangeable shares (the Exchangeable Shares) of Siebel Janna Arrangement, Inc. (Siebel Janna), a Canadian subsidiary of the Company. The Exchangeable Shares were exchangeable at
the option of the holder into shares of the Companys common stock on a one-for-one basis, with a provision that enabled another Canadian subsidiary of the Company, Janna Nova Scotia Sub Company (Janna Nova Scotia), to require holders of Exchangeable Shares to exchange their shares after November 30, 2005. As of December 31, 2004, the number of Exchangeable Shares outstanding was approximately 1.4 million.
On December 7, 2005, all of the outstanding Exchangeable Shares, which were not already owned by the Company and its affiliates, were acquired by Janna Nova Scotia as a result of the exercise by Janna Nova Scotia of its overriding right to purchase such exchangeable non-voting shares owned by holders other than the Company and its affiliates. The Exchangeable Shares were acquired by Janna Nova Scotia in exchange for shares of the Companys common stock on a one-for-one basis on December 7, 2005. For financial reporting purposes, the number of shares of the Companys common stock deliverable by Janna Nova Scotia on the acquisition of the Exchangeable Shares of Siebel Janna were already included in the Companys outstanding shares. Therefore, no change in the number of shares of the Companys common stock outstanding resulted from the exchange.