BEA's sketchy rendition of events over the six months before it fell into Oracle's arms - as told to the SEC last week - has activist shareholder Carl Icahn magically and out of nowhere negotiating the $19.375-a-share compromise price that won the day.

Remember now that BEA wanted $21 and Oracle only wanted to pay $17.

What seems to have persuaded BEA to go tamely to its fate last month was the fact that that after approaching 10 likely Oracle substitutes the only other offer it had was for a possible strategic investment or commercial agreement; nobody would even execute a non-disclosure agreement or proceed past exploratory discussions, let alone contemplate acquisition.

Then suddenly at the beginning of December - after canceling a meeting at Icahn's offices in New York - BEA and Oracle are each marking up a draft merger agreement without any sweetened price being agreed - or even extended - and then without so much as a by your leave Icahn calls BEA advisor Goldman Sachs on January 11 with the Eureka price and by January 16 Oracle and BEA were executing a definitive agreement.