The BEA Systems (NASDAQ: BEAS) board may think that their company is worth $21 a share. After consulting with their bankers at Goldman Sachs, that is the price they put on the company in a public letter to Oracle (NASDAQ: ORCL). The larger company has made an offer to buy BEAS for $17.

Oracle, as might have been predicted, says that $21 is absurdly high and has threatened to withdraw its offer.

Yesterday, Carl Icahn, who owned 15% of BEAS, told the company that it should take the highest best offer and be done with it. Reuters writes that he demanded in a letter to the BEA board that it let shareholders vote on the best bid that emerges from an auction. "It's completely insane to lose a stalking horse," Icahn said in an interview with the news service, referring to Oracle. He said he is prepared for a proxy fight to make his point.

Icahn is often right in these matters, but in this case he is especially right. BEAS is a fairly ordinary company.The company has not traded above $17 since early 2002. And, no other bidder has emerged at $17, although there was some speculation that IBM (NYSE: IBM) might step in. It would appear that other companies think that Oracle's current price point is rich and generous.

The BEAS board is wrong. If Oracle leaves the field, the stock will probably drop back to $12, where it traded in August. There will be no winners then, only losers.

Douglas A. McIntyre is an editor at 247wallst.com.