ELOQ Eloqua, Inc. (MM)

PROPOSALS SUBMITTED TO ELOQUA STOCKHOLDERS

The Merger Agreement Proposal

(Item 1 on the Proxy Card)

Eloqua is asking its stockholders to adopt the merger agreement that Eloqua has entered into with Oracle, Parent and Merger Subsidiary. A copy of the merger agreement is attached to this proxy statement as Annex A. You are urged to read the merger agreement carefully in its entirety.

For a summary and detailed information regarding this proposal, see the information about the merger agreement and the merger throughout this proxy statement, including the information set forth in the sections entitled “The Merger” beginning on page 23 of this proxy statement and “The Merger Agreement” beginning on page 50 of this proxy statement. A copy of the merger agreement is attached as Annex A to this proxy statement.

Under applicable law, we cannot complete the merger without the affirmative vote of a majority of the outstanding shares of Eloqua common stock entitled to vote at the special meeting voting in favor of the proposal to adopt the merger agreement. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement.

The Eloqua board of directors unanimously determined that the merger and the merger agreement are advisable and in the best interests of Eloqua and its stockholders, approved the merger agreement and recommends that Eloqua stockholders adopt the merger agreement. Accordingly, the Eloqua board of directors unanimously recommends that holders of Eloqua common stock vote “FOR” the proposal to adopt the merger agreement. See “The Merger—Reasons for the Merger and Recommendation of our Board of Directors” beginning on page 31 of this proxy statement.

The Adjournment Proposal

(Item 2 on the Proxy Card)

Eloqua is asking its stockholders to approve a proposal for one or more adjournments or postponements of the special meeting, if necessary, to solicit additional proxies if Eloqua has not obtained sufficient affirmative stockholder votes to adopt the merger agreement. If the Eloqua stockholders approve the adjournment proposal, Eloqua could adjourn or postpone the special meeting, and any adjourned session of the special meeting, and use the additional time to solicit additional proxies.

If, at the special meeting, the number of shares of Eloqua common stock present in person or by proxy and voting in favor of the proposal to adopt the merger agreement is not sufficient to approve that proposal, Eloqua may move to adjourn the special meeting in order to enable the Eloqua board of directors to solicit additional proxies for the adoption of the merger agreement. In that event, Eloqua will ask its stockholders to vote only upon the adjournment proposal, and not the merger agreement proposal. The approval of the adjournment proposal requires the affirmative vote of a majority of the votes properly cast for and against the adjournment proposal at the special meeting. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the proposal to adjourn the special meeting.

The adjournment proposal relates only to an adjournment of the special meeting occurring for purposes of soliciting additional proxies for approval of the merger agreement proposal in the event that there are insufficient votes to approve that proposal. Eloqua retains full authority to the extent set forth in its bylaws and Delaware law (subject to the terms of the merger agreement) to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any Eloqua stockholders.

The Eloqua board of directors unanimously recommends that holders of Eloqua common stock vote “FOR” the adjournment proposal.

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THE COMPANIES

Eloqua, Inc. is a leading provider of on-demand Revenue Performance Management, or RPM, software solutions that are designed to enable businesses to accelerate revenue growth and improve revenue predictability by automating, monitoring and measuring their complex marketing and sales initiatives. Eloqua’s set of RPM solutions, referred to as the Eloqua Platform, is a software-as-a-service, or SaaS, platform integrating Eloqua’s leading marketing automation software with its revenue performance analytics suite. Marketing and sales professionals use the Eloqua Platform to move prospective buyers more efficiently through the marketing and sales funnel, identify and predict the drivers of revenue, provide insights about marketing and sales programs to senior management and more tightly align marketing and sales teams to optimize resource allocation and drive revenue growth.

Eloqua, Inc.

1921 Gallows Road, Suite 200

Vienna, Virginia 22182

(703) 584-2750

www.eloqua.com

Oracle Corporation is the world’s largest provider of enterprise software and a leading provider of computer hardware products and services. Oracle’s software, hardware systems, and services businesses develop, manufacture, market, host and support database and middleware software, applications software and hardware systems, with the latter consisting primarily of computer server and storage products. Oracle’s businesses provide products and services that are built upon industry standards, are engineered to work together or independently within existing customer information technology (IT) environments and run securely on a wide range of customer IT environments, including cloud computing environments. Oracle’s secure, reliable and scalable product offerings are designed to improve business efficiencies at a low total cost of ownership. Oracle seeks to be an industry leader in each of the product offering categories in which it competes and to expand into new and emerging markets.

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

(650) 506-7000

www.oracle.com

OC Acquisition LLC is a Delaware limited liability company and a wholly owned subsidiary of Oracle. Parent is a holding company that owns the shares of certain entities recently acquired by Oracle.

OC Acquisition LLC

500 Oracle Parkway

Redwood City, California 94065

(650) 506-7000

Esperanza Acquisition Corporation is a Delaware corporation and a wholly owned subsidiary of Parent, and was formed solely for the purpose of facilitating Oracle’s acquisition of Eloqua. Merger Subsidiary has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon consummation of the proposed merger, Merger Subsidiary will merge with and into Eloqua and will cease to exist.

Esperanza Acquisition Corporation

500 Oracle Parkway

Redwood City, California 94065

(650) 506-7000

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THE MERGER

Background of the Merger

Our board of directors and management periodically review and revise our long-term strategy and objectives in light of developments in the markets in which we operate. Over the past several years, we have considered a range of strategic alternatives with a view to increasing stockholder value, including accessing the public markets through an initial public offering, potential commercial and strategic business partnerships, potential acquisitions by Eloqua, and a potential business combination transaction.

In August 2011, we filed a registration statement with the Securities and Exchange Commission to commence the process for an initial public offering of our common stock. After weighing the potential advantages and disadvantages, our board of directors at that time determined that it was in the best interests of our stockholders for Eloqua to become a public company in order to, among other things, raise capital to fund our growth strategies, increase the profile of our company, products and services, and establish a public trading market for our stock. While we continued to work toward completing our initial public offering, the timing was delayed until later in 2012 due to a combination of market conditions and on-going developments in our business. During this time, the board and management continued to consider and evaluate the best options for Eloqua and our stockholders given the risks associated with our long term business plan, including: our history of losses; our dependence on the acceptance of the Revenue Performance Management, or RPM, market; the risk that our recent growth rates may not be indicative of future growth; and competition.

In early 2012, a representative of a publicly-traded technology company (whom we refer to as Company A) contacted our chief executive officer and expressed an interest in exploring a potential strategic transaction with Eloqua. In March 2012, members of our management team met with senior executives of Company A to assist Company A in better understanding our business, and we entered into a mutual non-disclosure agreement with Company A. Thereafter, we engaged in discussions with Company A regarding a potential strategic transaction and provided Company A with confidential, non-public information regarding our company. In late April, Company A indicated that it was focused on other initiatives at that time and terminated discussions with us regarding a potential strategic transaction.

On August 1, 2012, we priced our initial public offering in which we sold 8,200,000 shares of our common stock, including 1,200,000 shares of common stock sold pursuant to the exercise of the underwriters’ over-allotment option, at a price of $11.50 per share before underwriting discounts and commissions. As part of the offering, an additional 1,000,000 shares of common stock were sold by certain existing stockholders at a price of $11.50 per share before underwriting discounts and commissions. The initial public offering was completed on August 7, 2012.

In August 2012, a representative of Oracle contacted our chief executive officer to convey Oracle’s interest in a potential strategic transaction. We entered into a confidentiality agreement with Oracle on August 15, 2012.

In early September, our chief executive officer had meetings with a representative of a publicly-traded technology company (whom we refer to as Company B) and a representative of Company A to provide each of them with a general update regarding our business. Neither of these meetings involved any discussion regarding a possible strategic transaction.

On September 6, 2012, members of our management team, including our chief executive officer, gave a presentation to representatives of Oracle. The presentation included an overview of our company, products and technology, sales processes and customer service, as well as a review of key financial highlights. Following the meeting, our chief executive officer updated our board members regarding a summary of the meeting. On September 17, 25 and 26, members of our management team had several follow-up meetings with representatives of Oracle to discuss our business. Neither our representatives nor the Oracle representatives made any proposals during these meetings or otherwise discussed the specific terms of a potential strategic transaction.

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On September 28, 2012, our chief executive officer spoke with a representative of Oracle regarding next steps, and was informed that Oracle was currently focused on other initiatives and would get back to us when in a position to engage in further discussions. This information was shared with our board of directors, and our board instructed our chief executive officer to maintain contact with Oracle.

From late September through mid-October 2012, our chief executive officer had periodic, general and brief conversations with representatives of Oracle regarding a potential strategic transaction, but there was no discussion of price or any other specific terms of a possible transaction. During these conversations, the Oracle representatives indicated that Oracle had ongoing interest in possibly acquiring Eloqua, but that they were not in a position to proceed with further discussions at that time.

On November 1, 2012, we filed a registration statement with the SEC with respect to the sale of up to 6,000,000 shares of common stock by certain stockholders of our company, which included a portion of the shares held by members of our senior management and several stockholders affiliated with certain of our directors. Due to market conditions, we abandoned this offering on November 15, 2012 with no shares being sold. Prior to our initial public offering, we entered into an investor rights agreement with the stockholders affiliated with certain of our directors that provides these stockholders with continuing registration rights.

On November 19, 2012, our chief executive officer had a conversation with a representative of Oracle during which the Oracle representative indicated that Oracle was interested in pursuing a strategic transaction with Eloqua. The parties did not discuss price or any other terms for a possible strategic transaction during this conversation.

On November 21, 2012, an Oracle representative contacted our chief executive officer and indicated that Oracle would be sending a preliminary non-binding proposal to our chief executive officer at the end of the week that would outline Oracle’s non-binding proposed terms of a strategic transaction with Eloqua. Our chief executive officer informed our board of directors of this development and indicated that he would convene a board meeting when such proposal was received.

Also on November 21, 2012, our chief executive officer, after discussion with several of our directors, contacted a representative of Morgan Stanley & Co. LLC regarding the potential engagement of Morgan Stanley as our company’s financial advisor in connection with a review of the company’s strategic alternatives, including the expected proposal from Oracle. We contacted Morgan Stanley with respect to the potential engagement due to that firm’s qualifications and industry experience.

On November 23, 2012, we received a written, non-binding proposal from Oracle to acquire Eloqua for $22.50 per share in cash. The proposal was subject to completion of due diligence, negotiation of a definitive merger agreement, voting agreements being entered by our directors and officers and their affiliates, and an exclusive negotiation period through the later of December 24, 2012 or seven days after we delivered written notice to Oracle that we no longer wished to pursue a potential strategic transaction. The letter indicated that the proposal would expire at 5:00 p.m., Pacific Time, on November 27, 2012.

Later in the day, on November 23, 2012, our board of directors held a telephonic meeting to consider Oracle’s initial non-binding proposal. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Eloqua’s outside counsel, Goodwin Procter LLP. Our chief executive officer reviewed with the board his recent discussions with Oracle, and representatives of Goodwin Procter led a discussion concerning the fiduciary duties of the directors in the context of their consideration of Oracle’s proposal. The directors agreed that they should review the proposal in the context of a broader review of Eloqua’s strategic alternatives, and that the board should engage a financial advisor to assist with such review. The board then considered Morgan Stanley and several other investment banking firms, and determined to engage Morgan Stanley as Eloqua’s financial advisor to assist the board in its evaluation of the company’s strategic alternatives, including the proposal from Oracle, subject to the satisfactory negotiation of an engagement letter with Morgan Stanley.

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On November 25, 2012, we engaged Morgan Stanley as our financial advisor pursuant to a formal engagement letter as authorized during the November 23, 2012 meeting of our board of directors.

On November 27, 2012, our board of directors held a telephonic meeting to further discuss Eloqua’s strategic alternatives and Oracle’s initial proposal. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. At this meeting, the Morgan Stanley representatives reviewed the terms of Oracle’s proposal, including the premium represented by the $22.50 offer price and the implied revenue multiples as compared to software as a service, or SaaS, transactions with equity values in excess of $500 million from 2008 to present. It was noted that the implied revenue multiple at a price of $22.50 per share compared favorably to revenue multiples in these precedent transactions. Although the price proposed by Oracle was within a range of valuation that appeared to provide substantial value for our stockholders, the board discussed with Morgan Stanley how to best maximize stockholder value and various strategic alternatives, including: (1) a stand-alone strategy; (2) an upstream strategic transaction, such as the proposed transaction with Oracle or another strategic acquiror looking to add a cloud platform; (3) acquisitions to build scale; and (4) a potential merger with a vendor that has a complementary product footprint. After discussion of these alternatives, the board decided to focus on further exploring alternatives (1) and (2), and engaged in a general discussion concerning whether and at what point it might be advisable to approach and explore a potential strategic transaction with third parties other than Oracle. In particular, the board discussed potential disruptions to our business of a protracted process, the risk of leaks that might arise from making contact with other parties in the industry, and the potential impact on our business of such leaks, including the loss of customers, partners and employees. Based on the benefits and risks discussed, the board concluded that approaching potential strategic partners would be prudent and in the best interests of Eloqua stockholders, but that only those companies that the board determined to be the most likely to be interested in such a transaction and have the ability to consummate a transaction should be approached.

In determining the potential likely strategic partners, the board reviewed a list of seven publicly-traded technology companies prepared by Morgan Stanley and considered a variety of factors, including: each company’s potential interest to enter into a strategic transaction with Eloqua given such company’s industry position and perceived strategic priorities; such company’s financial strength and resources to pursue and consummate a strategic transaction in a timely manner; and such company’s experience in completing large transactions such as the one being proposed by Oracle. No financial buyers were included on the list due to perceived low probability that a financial buyer would submit a competitive proposal given the implied valuation multiples and the lack of potential synergies. The list included Oracle and Company A, who were noted as likely having the greatest interest in Eloqua due to their business goals, the potential synergy opportunities, and their potential ability to quickly evaluate and complete a transaction. The other potential strategic partners included Company B and four other publicly-traded technology companies (whom we refer to as Company C, D, E and F). With regard to these other potential strategic partners, the board determined, following discussion with Morgan Stanley, that: (1) although Company B could potentially have interest in a strategic transaction with Eloqua, there would not be the same strategic fit as with Oracle and Company A, Company B was not expected to move as quickly as Oracle or Company A, and a transaction of this size also could be a challenge for Company B given its size and cash resources; (2) although Company C could potentially have interest in a strategic transaction with Eloqua, there would not be the same strategic fit as with Oracle and Company A and Company C was not expected to move as quickly as Oracle or Company A; (3) Company D was unlikely to have interest in a strategic transaction with Eloqua due to its perceived focus on other strategic areas; (4) Company E was unlikely to have interest in a strategic transaction with Eloqua due to its perceived focus on other strategic areas, and a transaction of this size also could be a challenge for Company E given its size and cash resources; and (5) there were significant commercial risks in approaching Company F, including potential disruptions to our business, the risk of leaks and the risk of loss of customers and employees. Based on the discussion at the meeting, the board authorized Morgan Stanley and our chief executive officer to continue discussions with Oracle regarding a potential strategic transaction, seeking to have Oracle increase its proposed price of $22.50 per share. The board also authorized Morgan Stanley and our chief executive officer to simultaneously approach Company A and Company C to determine whether they had any interest in discussing a potential strategic transaction with

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Eloqua, with plans to revisit whether to contact Company B and Company F after collecting further feedback from Oracle, Company A and Company C. The board determined that Company D and Company E should not be contacted for the reasons described above.

Following the meeting of our board of directors, on November 27, 2012, our chief executive officer contacted a representative of Company A to discuss whether Company A would have any interest in a strategic transaction with Eloqua, noting that Eloqua had received a proposal from a third party. The representative of Company A indicated that Company A continued to have strategic interest in Eloqua following the discussions between the parties earlier in the year and that he would discuss the opportunity internally. Our chief executive officer offered to provide additional information or to schedule meetings to facilitate Company A’s review of the opportunity.

On November 28, 2012, representatives of Morgan Stanley contacted a representative from Oracle to inform such representative that our board of directors perceived the proposed price of $22.50 per share as low. The representatives of Morgan Stanley offered to provide Oracle with additional information in order for Oracle to more fully understand the value of our company and to potentially improve its proposal. The representative of Oracle indicated that they had sufficient information about our company, believed that their offer was at a high valuation, and wanted to move quickly.

Also on November 28, 2012, representatives of Morgan Stanley contacted the representative from Company A to further discuss the strategic opportunity and indicate that the strategic alternatives process could move quickly. On the same day, our chief executive officer and representatives of Morgan Stanley contacted representatives of Company C to discuss whether Company C would have any interest in a strategic transaction with Eloqua, noting that Eloqua had received a proposal from a third party. Our chief executive officer offered to provide additional information or to schedule meetings to facilitate Company C’s review of the opportunity. The representatives of Company C indicated that they would discuss the opportunity internally.

On November 29, 2012, our chief executive officer and representatives of Morgan Stanley further discussed the strategic opportunity with a representative of Company A.

Also on November 29, 2012, our board of directors held a telephonic meeting to further discuss Eloqua’s strategic alternatives and Oracle’s proposal. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. At this meeting, our chief executive officer and representatives of Morgan Stanley reported Oracle’s response to the board’s feedback on the initial proposal, as well as the responses received to date from Company A and Company C. The directors noted that there was a regularly scheduled board meeting on December 5, 2012, and asked the Morgan Stanley representatives and our chief executive officer to seek to have Oracle increase its proposed price in advance of that meeting and to also request that Company A provide a specific proposal and more visibility into their decision-making process. In addition, the board considered again whether to approach Company B and Company F regarding a potential strategic transaction and determined that it was appropriate to contact Company B given the continuing discussions with Oracle and the potential interest of the other companies contacted to date, but again determined not to contact Company F given the potential risks to our business.

On November 30, 2012, our chief executive officer contacted a representative of Oracle to further discuss Oracle’s initial proposal. Our chief executive officer noted that the price was unacceptable to the board and again offered to provide additional information or to schedule further meetings to facilitate Oracle increasing its proposed price. He also told the Oracle representative that the board had a meeting scheduled for December 5, 2012, at which the board could consider a revised proposal from Oracle. The representative of Oracle stated that Oracle had sufficient information about our company, noted that Oracle’s initial proposal was at a high valuation, and indicated that Oracle was considering other strategic opportunities, including other acquisitions in the RPM

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market, building out its own RPM platform and distributing a third party’s RPM platform. The representative from Oracle further indicated that Oracle was not going to revise its proposal in advance of our board meeting, and requested that the board provide a counter-proposal on price after the meeting.

Also on November 30, 2012, Oracle provided preliminary due diligence request lists to Morgan Stanley in the event that the parties decided to further explore a possible transaction on a more detailed basis.

On December 3, 2012, representatives of Morgan Stanley contacted a representative of Company B to determine whether Company B would have any interest in a strategic transaction with Eloqua, noting that Eloqua had received a proposal from a third party. The Morgan Stanley representatives offered to provide additional information or to schedule meetings to facilitate Company B’s review of the opportunity. The representative of Company B indicated that they were familiar with our company and would discuss the opportunity internally.

Also on December 3, 2012, members of our management team and representatives of Morgan Stanley met with representatives of Company A to provide the representatives of Company A with a detailed overview of our company. During this meeting, we provided Company A with presentation materials that included confidential, non-public information under our existing non-disclosure agreement, but no other due diligence materials were exchanged. The Morgan Stanley representatives in attendance informed the representatives of Company A as to the timing of discussions and requested a status update prior to our board meeting scheduled for December 5, 2012. The representatives of Company A indicated that they had a board meeting scheduled for December 11, 2012 and it would be unlikely that Company A would provide any definitive feedback prior to that time.

On December 4, 2012, Company B indicated to representatives of Morgan Stanley that, after internal discussion and review of their strategic priorities, Company B was not interested in pursuing discussions regarding a strategic transaction with Eloqua.

On December 5, 2012, our board of directors held a regularly scheduled, in-person meeting in Burlingame, California. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. At this meeting, the board discussed the business and financial prospects of our company and the perceived risks associated with continuing the company’s operations on a stand-alone basis, including the growth and scale required to compete and accomplish our strategic objectives. The board also discussed: the business environment for SaaS companies generally, including the continuing consolidation in the industry; the business environment for the RPM market in particular, including the growing interest of large, well-capitalized competitors in the RPM market; and the likelihood of our business and strategic plans being able to drive continued revenue growth and profitability in light of this business environment, noting in particular that management expected our revenue growth rate to decline in 2013 and such growth rate could continue to decline and that we did not expect to achieve profitability until at least 2014. Also at this meeting, our chief executive officer and representatives of Morgan Stanley reported on the discussions to date with Oracle, Company A, Company B and Company C regarding a potential strategic transaction with Eloqua. In particular, it was noted that, with respect to the discussions with Oracle, Oracle had not increased the price in its initial proposal and Oracle representatives had expressed displeasure with the length of the process, had indicated that they were evaluating other strategic opportunities in the RPM market, and were looking for a proposal on price from the board after the meeting. It also was noted that, despite efforts by both Morgan Stanley and our chief executive officer, Company A was not accelerating its internal process, and as a result, it was possible that Oracle would require a final decision by the board before we received a definitive reaction from Company A regarding its interest in a possible strategic transaction. To assist the board in evaluating Oracle’s proposal and a potential proposal back to Oracle on price, the representatives of Morgan Stanley provided a review of management and analyst forecasts and a preliminary valuation analysis, including a review of historical trading ranges and public trading comparables, a discounted equity valuation, and a precedent transaction analysis. The representatives of Goodwin Procter reviewed the fiduciary duties of the directors in connection with considering its strategic alternatives, including a potential sale of Eloqua. The board also revisited whether to approach Company F regarding a potential strategic transaction and, after further discussion and deliberation, again determined not to do so for the same reasons discussed previously. After

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discussion of these matters, our board authorized Morgan Stanley and our chief executive officer to continue discussions with Oracle regarding a potential strategic transaction with a proposed price of $26.00 per share, and to convey to Oracle that certainty of completing a transaction was also important to the board’s evaluation of any proposal.

Following the meeting of our board of directors, on December 5, 2012, our chief executive officer contacted a representative of Oracle to communicate that our board would support a strategic transaction at a price of $26.00 per share and to request that he have the opportunity to meet with a senior executive at Oracle to confirm Oracle’s commitment to the proposed transaction. Representatives of Morgan Stanley made a follow-up call to the Oracle representative to further discuss valuation.

On December 6, 2012, Company C indicated to representatives of Morgan Stanley that Company C was not interested in pursuing discussions regarding a strategic transaction with Eloqua.

Also on December 6 and 7, 2012, our chief executive officer had telephone conversations with two senior executives at Oracle who expressed executive support of the proposed transaction and Oracle’s focus on reaching agreement in the near term. Although current valuation positions for the transaction were mentioned, the parties did not negotiate the price or any other terms for a possible strategic transaction during these calls.

On December 7, 2012, our chief executive officer and representatives of Morgan Stanley discussed the situation and related timing issues with a representative of Company A. The representative of Company A indicated that the board meeting scheduled for December 11, 2012 was intended to include obtaining support for entering the RPM market through an acquisition of Eloqua. During this discussion, the Morgan Stanley representatives reiterated that the process was moving quickly, and noted the possibility that Eloqua could enter into exclusive negotiations with another party before December 11, 2012.

Later in the day, on December 7, 2012, Oracle submitted a revised indication of interest for $23.50 per share in cash, with a request for an exclusive negotiation period through the later of December 31, 2012 or seven days after we delivered written notice to Oracle that we no longer wished to pursue a potential strategic transaction. Following receipt of the revised non-binding proposal, our chief executive officer had a telephone call with a representative of Oracle who indicated that Oracle had stretched as far as they could on price. The Oracle representative also noted that the proposal would expire at 5:00 p.m., Pacific Time, on December 9, 2012, given Oracle’s desire to announce a potential transaction with Eloqua prior to the holidays or to pursue another alternative if agreement could not be reached.

On December 8, 2012, our board of directors held a telephonic meeting to discuss Oracle’s revised proposal and the status of discussions with Company A. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. At this meeting, our chief executive officer and representatives of Morgan Stanley reported on their recent discussions with representatives of Oracle and Company A, including the conversations between our chief executive officer and several senior executives of Oracle. The board agreed that the increased price proposed by Oracle appeared to provide substantial value for Eloqua stockholders, particularly in light of the execution risks in Eloqua’s strategic business plan as well as in our industry and markets more generally. The board also discussed: (1) Oracle’s request for a period of exclusive negotiation, and it was the general consensus of the directors that exclusivity, if granted, should have a short term; (2) the risk of Oracle terminating discussions if exclusive negotiations were not entered into by December 9, 2012; (3) the lack of commitment that Company A had shown with respect to the process, including the refusal to accelerate its internal timeline and the perceived lack of focus from the most senior executives at Company A; and (4) Company A’s lack of specific guidance on whether it would be providing a proposal and, if so, at what price range. After discussion of these matters, the board authorized our chief executive officer and the representatives of Morgan Stanley to propose to Oracle a strategic transaction with a price of $24.50 per share and to negotiate the terms of the exclusivity agreement, assuming agreement (subject to due diligence and definitive agreements) could be reached on price,

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to provide for a shorter period with a definitive termination date. The board also requested that our chief executive officer and representatives of Morgan Stanley contact Company A to see if they could provide more definitive guidance prior to Oracle’s December 9, 2012 deadline.

Following the meeting of our board of directors, on December 8, 2012, representatives of Morgan Stanley contacted a representative of Company A to discuss a potential strategic transaction and related timing issues. During this conversation, the Morgan Stanley representatives reiterated that Eloqua could enter into exclusive negotiations with another party by the end of the weekend and in advance of Company A’s scheduled board meeting on December 11, 2012.

Also on December 8, 2012, Morgan Stanley representatives contacted a representative of Oracle and indicated that the board would be supportive of a strategic transaction at a price of $24.50 per share with an exclusive negotiation period to expire on December 24, 2012. Thereafter, Goodwin Procter and Oracle’s counsel negotiated the terms of the exclusivity letter between Oracle and Eloqua, including an exclusive negotiation period with an expiration date of December 28, 2012. Oracle subsequently responded that it was not willing to increase its proposed price of $23.50 per share and, if agreement providing for exclusive negotiations was not reached by the December 9, 2012 deadline, Oracle would terminate discussions and move on to other opportunities.

On December 9, 2012, our chief executive officer contacted a representative of Company A to see if he could obtain any further feedback from Company A to share with our board of directors later in the day. No further information regarding the likelihood or parameters of an offer was provided by Company A.

Also on December 9, 2012, our board of directors held a telephonic meeting to discuss the status of discussions with Oracle and Company A. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. At this meeting, our chief executive officer and representatives of Morgan Stanley reported on their recent discussions with representatives of Oracle and Company A, and representatives of Goodwin Procter commented on the terms of the exclusivity letter. The board also discussed the risk of Oracle terminating discussions at the end of the day if the process were extended to accommodate Company A’s internal timeline. After an extensive discussion of these matters, the board authorized our chief executive officer to execute the exclusivity letter with Oracle at a price of at least $23.50 per share and an exclusive negotiation period through December 28, 2012. In doing so, the board noted that: (1) the $23.50 per share price represented a significant premium to both our current trading price and our IPO price, and an increase from the price in Oracle’s initial proposal; (2) Oracle had indicated that it would terminate discussions and move on to other opportunities if agreement was not reached by the end of the day; (3) Oracle had indicated that it was looking at other strategic opportunities in the RPM market and, if Oracle entered the RPM market, it would mean not only the loss of one of the most likely acquirors of our company, but also add risk to our stand-alone business plan due to the increased competition for our products and services; (4) the exclusivity letter had been successfully negotiated to provide for, among other things, a short exclusivity period with a definitive termination date; (5) Company A had not made any reasonable assurances that they would enter into a strategic transaction with Eloqua on an expeditious manner, if at all, and had not provided a price range for a potential proposal even though requested to do so; (6) Company A was unwilling to accelerate its internal process even though it had been fully disclosed to Company A that we might enter into an exclusive negotiation period by the end of the weekend; (7) the perceived lack of focus from the most senior executives at Company A; and (8) no other parties contacted during the process expressed an interest in pursuing a strategic transaction with us. The board requested that prior to executing the exclusivity letter, the representatives of Morgan Stanley and our chief executive officer have a final discussion with the representative of Oracle to see if Oracle would increase the price to $24.00 per share or otherwise confirm that $23.50 was indeed Oracle’s “best and final” proposal.

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Following the board meeting, on December 9, 2012, our chief executive officer had a conversation with a representative of Oracle during which he asked Oracle to increase the proposed price to $24.00 per share. The Oracle representative informed our chief executive officer that $23.50 represented Oracle’s best and final proposal and again indicated that Oracle was prepared to terminate discussions and move on to other opportunities if an agreement to enter into exclusive negotiations was not reached by the end of the day. Later in the day, Eloqua and Oracle executed the exclusivity letter with an exclusive negotiation period through December 28, 2012.

Between December 10, 2012 and December 19, 2012, representatives of Eloqua and Oracle, their respective legal advisors, Goodwin Procter and Weil, Gotshal & Manges, LLP, together with representatives of Morgan Stanley, negotiated the terms of the definitive merger agreement (including our ability to respond to unsolicited inquiries following the announcement of the transaction and our right to terminate the merger agreement to accept a superior proposal) and the voting agreements, and Oracle conducted business and legal due diligence on Eloqua.

On December 11, 2012, Company A contacted a representative of Morgan Stanley and indicated that there was no need for a conversation as Company A was not going to do anything further with respect to Eloqua.

On December 18, 2012, our board of directors held a telephonic meeting to discuss the proposed terms of the transaction and the status of discussions with Oracle. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. Representatives of Morgan Stanley reviewed with the board its preliminary analysis of the consideration offered in the proposed transaction from a financial point of view, including a review of historical trading ranges, analyst price targets and public trading comparables, a discounted cash flow analysis, a discounted equity valuation, and a precedent transactions analysis. Representatives of Goodwin Procter again reviewed the fiduciary duties of the directors in connection with a potential sale of Eloqua, and discussed in detail the material terms of the proposed merger agreement and form of voting agreement. The board asked numerous questions of management, Morgan Stanley and Goodwin Procter, and discussed the advantages and risks of the proposed transaction as described in the section entitled “—Reasons for the Merger and Recommendation of our Board of Directors”. Management and the representatives of Morgan Stanley and Goodwin Procter also reviewed the process to date, including Company A’s communication to Morgan Stanley on December 11, 2012 and the fact that the other parties contacted during the process had indicated that they did not wish to pursue a strategic transaction with Eloqua at this time, and the proposed timing for a transaction with Oracle.

On December 19, 2012, our board of directors held a meeting via videoconference to discuss the final terms of the transaction and the proposed definitive merger agreement and related documents. In attendance at that meeting were all of the directors and, by invitation of the board, members of Eloqua’s management team and representatives of Morgan Stanley and Goodwin Procter. Representatives of Morgan Stanley reviewed with the board its updated and final analysis of the consideration offered in the proposed transaction from a financial point of view. Morgan Stanley then delivered to our board its oral opinion, subsequently confirmed in writing, that as of December 19, 2012, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of our common stock (other than shares held in treasury or held by Oracle or any subsidiary of Eloqua or Oracle or shares as to which dissenters’ rights have been perfected) pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of the opinion of Morgan Stanley, dated as of December 19, 2012, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference in its entirety in this proxy statement (see also the section entitled “—Opinion of Eloqua’s Financial Advisor”). Goodwin Procter again reviewed with the board its fiduciary duties and provided an update on the terms of the proposed merger agreement and form of voting agreement, copies of which were provided to the directors prior to the meeting. Following these presentations and after discussion, the board unanimously approved the merger agreement. The board also deemed it advisable, and in the best interests of

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Eloqua and our stockholders, to consummate the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, and to recommend that our stockholders adopt the merger agreement. Finally, management and the representatives of Morgan Stanley and Goodwin Procter advised the board regarding the likely timing for execution of a definitive agreement and public announcement of the transaction and a projected closing timetable.

Later in the day, on December 19, 2012, the merger agreement was executed, and all signatories to the voting agreements executed such agreements.

On December 20, 2012, before the U.S. stock markets opened, Eloqua and Oracle jointly announced the execution of the merger agreement.

Reasons for the Merger and Recommendation of our Board of Directors

Reasons for the Merger

During the course of its deliberations on the merger, our board of directors held numerous meetings and consulted with our senior management, financial advisor and legal counsel, and reviewed, evaluated and considered numerous factors and a significant amount of information and data, including the following:

In reaching its decision to approve the merger agreement and the merger, and to recommend that our stockholders adopt the merger agreement, our board of directors determined that the following were positive reasons to support the merger agreement and the merger:

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In the course of its deliberations, our board of directors also considered, among other things, the following negative factors:

The preceding discussion of the information and factors considered by our board of directors is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination. In addition, our board of directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors, but rather our board of directors conducted an overall analysis of the factors described above, including discussions with and questioning of our senior management, legal counsel and financial advisor.

Board of Directors Recommendation

After careful consideration, our board of directors has unanimously approved the merger agreement and declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Eloqua stockholders. Accordingly, our board of directors unanimously recommends that our stockholders approve the proposal to adopt the merger agreement and that you vote “FOR” the proposal to adopt the merger agreement at the special meeting.

Opinion of Eloqua’s Financial Advisor

We retained Morgan Stanley to provide us with financial advisory services in connection with our consideration of strategic alternatives, including a potential sale of Eloqua, and to render a financial opinion in

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connection with a possible sale, merger or other strategic business combination. Our board of directors selected Morgan Stanley to act as our financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in our industry, and its knowledge of our business and affairs. At the meeting of our board of directors on December 19, 2012, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of December 19, 2012, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the $23.50 per share in cash to be received by the holders of shares of Eloqua common stock (other than shares (1) held in treasury, (2) held by any subsidiary directly or indirectly wholly owned by us, (3) held by Oracle, Merger Subsidiary, or any of their respective direct or indirect wholly owned subsidiaries, or (4) as to which dissenters’ rights have been perfected, all of which we refer to as excluded shares) pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Morgan Stanley, dated as of December 19, 2012, is attached to this proxy statement as Annex B. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. We encourage you to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to our board of directors and addresses only the fairness from a financial point of view of the consideration to be received by the holders of shares of Eloqua common stock (other than the holders of the excluded shares) pursuant to the merger agreement as of the date of the opinion. It does not constitute a recommendation to any holder of Eloqua common stock as to how to vote at any stockholders’ meeting held in connection with the merger or whether to take any other action with respect to the merger. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by us and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best

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currently available estimates and judgments of our management of the future financial performance of Eloqua. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any material waiver, amendment or delay of any terms or conditions, and that the definitive merger agreement will not differ in any material respect from the final draft furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Eloqua and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of our officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Eloqua common stock (other than the holders of the excluded shares) in the merger. Morgan Stanley did not make any independent valuation or appraisal of our assets or liabilities, nor was Morgan Stanley furnished with any such appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, December 19, 2012. Events occurring after December 19, 2012 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated December 19, 2012. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The various analyses summarized below were based on the closing price of $17.92 per share of Eloqua common stock as of December 19, 2012, the last full trading day prior to the meeting of our board of directors to consider and approve, adopt and authorize the merger agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Morgan Stanley observed that Eloqua common stock closed at $17.92 on December 19, 2012 (the last full trading day prior to the announcement of the execution of the merger agreement). Morgan Stanley noted that the consideration per share of Eloqua common stock of $23.50 pursuant to the merger agreement reflected a 31% premium to the closing price per share of Eloqua common stock on December 19, 2012, a 30% premium to the average closing price per share of Eloqua common stock for the 30 days prior to and including December 19, 2012, and a 21% premium to the average closing price per share of Eloqua common stock for the 60 days prior to and including December 19, 2012.

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Equity Research Analysts’ Future Price Targets

Morgan Stanley reviewed and analyzed future public market trading price targets for Eloqua common stock prepared and published by equity research analysts prior to December 19, 2012. These one year forward targets reflected each analyst’s estimate of the future public market trading price of Eloqua common stock and were not discounted to reflect present values. The range of undiscounted analyst price targets for Eloqua common stock was $24.00 to $27.00 per share as of December 19, 2012, and Morgan Stanley noted that the median undiscounted analyst price target was $25.00 per share. The range of analyst price targets per share for Eloqua common stock, discounted for one year at a rate of 10.5%, which is the mid-point of the range of discount rates from 9% to 12% selected by Morgan Stanley, upon the application of its professional judgment, to reflect our weighted average cost of capital, was $21.72 to $24.43 per share as of December 19, 2012, and Morgan Stanley noted that the median discounted analyst price target was $22.62 per share.

Morgan Stanley noted that the consideration to be received by holders of shares of Eloqua common stock pursuant to the merger agreement is $23.50 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Eloqua common stock and these estimates are subject to uncertainties, including the future financial performance of Eloqua and future financial market conditions.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley compared certain financial estimates for our company with comparable publicly available consensus estimates for selected companies that share similar business characteristics such as those that provide software as a service and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (we refer to these companies as the comparable companies). These companies were the following:

Selected Software as a Service Companies

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For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value, which Morgan Stanley defined as fully diluted market capitalization plus total debt less cash and cash equivalents, to estimated revenue for calendar years 2012 and 2013, of each of these companies for comparison purposes.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment, Morgan Stanley selected representative ranges of revenue multiples and applied these ranges of multiples to the estimated revenue multiples for our company. For purposes of this analysis and other analyses described below, Morgan Stanley utilized two sources of estimated revenue for our company for calendar years 2012 and 2013. Morgan Stanley utilized publicly available estimates of revenue prepared by equity research analysts, available as of December 19, 2012, which we refer to as the street case. Morgan Stanley also utilized revenue estimates prepared by our management over the same time period, which we refer to as the management case, which is more fully described in the section entitled “—Certain Prospective Financial Information”.

Based on the outstanding shares of Eloqua common stock on a fully diluted basis (including outstanding options and warrants) as of December 19, 2012, Morgan Stanley calculated the estimated implied value per share of Eloqua common stock as of December 19, 2012 as follows:

Morgan Stanley noted that the median estimated revenue multiples for the comparable companies for calendar years 2012 and 2013 were 7.2x and 5.6x, respectively. Morgan Stanley further noted that the consideration to be received by holders of shares of Eloqua common stock pursuant to the merger agreement is $23.50 per share.

No company utilized in the public trading comparables analysis is identical to Eloqua. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our and Morgan Stanley’s control, such as the impact of competition on our businesses and the industry generally, industry growth and the absence of any adverse material change in our financial condition and prospects or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data.

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Analysis of Precedent Transactions

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions. Morgan Stanley selected such comparable transactions because they shared certain characteristic with the merger. In connection with its analysis, Morgan Stanley compared publicly available statistics for select software sector transactions with a value of greater than $500 million occurring between January 1, 2008 and December 1, 2012. The following is a list of the transactions reviewed:

Selected Software Sector Transactions (Target / Acquiror)

Selected Software as a Service Transactions

Ariba, Inc. / SAP AG

Art Technology Group, Inc. / Oracle Corporation

Kenexa Corporation / International Business Machines Corporation

Omniture, Inc. / Adobe Systems Inc.

RightNow Technologies, Inc. / Oracle Corporation

SuccessFactors, Inc. / SAP AG

Taleo Corporation / Oracle Corporation

Selected Non-Software as a Service Transactions

ArcSight, Inc. / Hewlett-Packard Company

Autonomy Corporation / Hewlett-Packard Company

Blackboard Inc. / Providence Equity Partners LLC

Deltek, Inc. / Thoma Bravo, LLC

Eclipsys Corporation / Allscripts-Misys Healthcare Solutions, Inc.

Epicor Software Corporation / Apax Partners Worldwide LLP

Fast Search & Transfer, Inc. / Microsoft Corporation

Interactive Data Corporation / Investor Group

Interwoven Inc. / Autonomy Corporation

JDA Software Group, Inc. / RedPrairie Corporation (New Mountain Capital)

Lawson Software Inc. / Infor Global Solutions, Inc. (Golden Gate Capital)

McAfee, Inc. / Intel Corporation

Misys plc / Vista Equity Partners

MModal Inc. / One Equity Partners LLC

Novell, Inc. / Attachmate Corporation

Phase Forward Inc. / Oracle Corporation

Quest Software, Inc. / Dell Inc.

Radiant Systems Inc. / NCR Corporation

Retalix Ltd. / NCR Corporation

S1 Corporation / ACI Worldwide, Inc.

SkillSoft Public Limited Company / Investor Group

Sonic Corporation / Rovi Corporation

SonicWALL, Inc. / Investor Group

SonicWALL, Inc. / Dell Inc.

Sybase, Inc. / SAP AG

SPSS Inc. / International Business Machines Corporation

Sun Microsystems, Inc. / Oracle Corporation

Wind River Systems, Inc. / Intel Corporation

For each transaction listed above, Morgan Stanley noted the following financial statistics where available: (1) implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); (2) implied premium to the acquired company’s 30 trading day average closing share price prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar

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merger-related news); (3) implied premium to the acquired company’s highest closing share price over the twelve month period prior to announcement; and (4) the multiple of aggregate value of the transaction to next twelve months estimated revenue.

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above, its further analysis of the relevant metrics for each of the transactions listed above and upon the application of its professional judgment, Morgan Stanley selected representative ranges of implied premia and financial multiples of the transactions and applied these ranges of premia and financial multiples to the relevant financial statistic for our company. For purposes of estimated next twelve months revenue, Morgan Stanley utilized estimates included in the street case. The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley also noted the price per share of Eloqua implied by the median and top quartile statistics of the software as a service precedent transactions. The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley noted that the median aggregate value to estimated next twelve months revenue multiple for all of the precedent transactions (software as a service and non-software as a service precedent transactions) was 3.2x. Morgan Stanley further noted that the median premia for all of the precedent transactions to the 1-day prior closing share price, 30-day average closing share price and last twelve months high closing share price were 32.3%, 36.4% and 7.5%, respectively. Morgan Stanley also noted that the consideration to be received by holders of shares of Eloqua common stock pursuant to the merger agreement is $23.50 per share.

No company or transaction utilized in the precedent transactions analysis is identical to us or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond our control, such as the impact of competition on our business or the industry generally, industry growth and the absence of any adverse material change in our financial condition or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

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Discounted Cash Flow Analysis

Morgan Stanley calculated a range of equity values per share for Eloqua common stock based on a discounted cash flow analysis to value Eloqua as a standalone entity. Morgan Stanley utilized estimates from the street case and the management case. For the analysis utilizing the street case, projections were based on publicly available estimates available as of December 19, 2012 through 2014 prepared by equity research analysts, and estimates for 2015 through 2022 were developed by an extrapolation of 2014 estimates to reach steady state margin and growth profile by 2022. For purposes of its discounted cash flow analysis, Morgan Stanley defined unlevered free cash flow as earnings before interest, taxes, depreciation and amortization, less (1) stock based compensation expense, (2) taxes and (3) capital expenditures, plus change in working capital, which included positive changes in deferred revenue. Stock-based compensation expense was treated as an expense in connection with this analysis. With respect to the analysis utilizing management-provided estimates (which we refer to as the management case), projections through 2014 were based on management projections, and projections for 2015 through 2022 were developed by an extrapolation of 2014 estimates in the management projections based on 2014 growth and margin performance in the management case to reach a steady state margin and growth profile by 2022. Morgan Stanley calculated the net present value of free cash flows for Eloqua for the years 2013 through 2022 and calculated terminal values in the year 2022 based on a terminal perpetual growth rate ranging from 2.0% to 4.0%. Morgan Stanley selected these terminal perpetual growth rates based on the application of its professional judgment. These values were discounted to present values as of December 31, 2012 at a discount rate ranging from 9.0% to 12.0%, which range of discount rates were selected, upon the application of Morgan Stanley’s professional judgment, to reflect our weighted average cost of capital.

The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley noted that the consideration to be received by holders of shares of Eloqua common stock pursuant to the merger agreement is $23.50 per share.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the estimated future value of a company’s common equity as a function of the company’s estimated future revenue and free cash flow per share and a potential range of aggregate value to revenue multiples and price per share to free cash flow per share multiples. The resulting value is subsequently discounted to arrive at a present value for such company’s stock price. In connection with this analysis, Morgan Stanley calculated a range of present equity values per share of Eloqua common stock on a standalone basis. To calculate the discounted equity value, Morgan Stanley used calendar year 2015 revenue and free cash flow per share estimates which were derived by extrapolating from the 2014 calendar year revenue and free cash flow per share estimates set forth in the street case and management case. Such estimated calendar year 2015 revenues were $169.2 million and $207.3 million for the street and management cases, respectively. The estimated 2015 calendar year free cash flow per share estimates were $0.49 and $0.63 for the street and management cases, respectively. Morgan Stanley applied a range of revenue and free cash flow multiples, selected by application of Morgan Stanley’s professional judgment, to these estimates and applied a discount rate of 10.5%, which is the mid-point of the range of discount rates from 9% to 12% selected by Morgan Stanley, upon the application of its professional judgment, to reflect our weighted average cost of capital.

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The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley noted that the consideration to be received by holders of shares of Eloqua common stock pursuant to the merger agreement is $23.50 per share.

General

In connection with the review of the merger by our board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of our company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond our control. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the consideration to be received by the holders of shares of Eloqua common stock (other than the holders of the excluded shares) pursuant to the merger agreement and in connection with the delivery of its opinion, dated December 19, 2012, to our board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Eloqua common stock might actually trade.

The consideration to be received by the holders of shares of Eloqua common stock (other than the holders of the excluded shares) pursuant to the merger agreement was determined through arm’s length negotiations between Eloqua and Oracle and was approved by our board of directors. Morgan Stanley provided advice to our board of directors during these negotiations. Morgan Stanley did not, however, recommend any specific consideration to Eloqua or our board of directors or that any specific consideration constituted the only appropriate consideration for the merger.

Morgan Stanley’s opinion and its presentation to our board of directors was one of many factors taken into consideration by our board in deciding to approve, adopt and authorize the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our board of directors with respect to the consideration pursuant to the merger agreement or of whether our board of directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Our board of directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan

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Stanley, as part of its investment banking and financial advisory business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes. In the ordinary course of Morgan Stanley’s trading, brokerage, investment management and financing activities, Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or for the accounts of its customers, in the debt or equity securities or loans of Eloqua and Oracle or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the merger agreement, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided us financial advisory services and a financial opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and we have agreed to pay Morgan Stanley a fee of approximately $9.1 million for its services, $8.1 million of which is contingent upon the closing of the merger. We have also agreed to reimburse Morgan Stanley for its expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, we have agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley’s engagement. In the prior two years, Morgan Stanley has not provided any services to our company other than those described in this proxy statement. During 2009, 2010, 2011 and 2012, the Institutional Securities Group of Morgan Stanley, the parent holding company (which we refer to as Morgan Stanley ISG), provided services to Oracle for which it was paid, respectively, approximately $4.6 million, $2.1 million, $2.2 million and $2.1 million. The services that Morgan Stanley ISG provided to Oracle to earn these fees included (1) commercial banking services in which Morgan Stanley ISG participated as one of several lenders in Oracle’s 2009 credit facilities; (2) participation as one of three joint book runners in senior note offerings in 2009 and as senior co-manager in a senior note offering in 2010; and (3) providing miscellaneous financial services, including in connection with foreign exchange business, share repurchases, derivatives transactions and cash management. Morgan Stanley ISG accrued additional revenues during the 2009 through 2012 period of approximately $2.0 million in connection with derivative, hedging, or other trading transactions related to the above services provided to Oracle.