Oracle has all the marbles in this game, at this point, and Sun’s stock is trading at $8.10 despite Oracle’s $9.50 cash bid; that suggests some investors are betting the either deal will fail or Oracle will win Sun for a reduced price
That raises the question: What happens if Oracle fails?
The answer: Not much. And that could be a big problem for Sun. If the deal fell through, it would leave Oracle facing a potentially crippled rival at virtually no cost to Oracle.
Antitrust approval is a condition of the transaction, and the merger agreement merely says Oracle must make "reasonable best efforts" to get it approved. The contract doesn't spell out what those reasonable efforts might be.