SAN FRANCISCO -- BEA Systems ( BEAS) told investor Carl Icahn Monday that Oracle's ( ORCL) $17-a-share buyout offer isn't good enough for shareholders.

Oracle's offer, disclosed Oct. 12 , expired Sunday, in spite of a letter from shareholder Icahn late Friday threatening a lawsuit if the middleware company didn't put Oracle's bid to shareholders for a vote.

Shares in San Jose, Calif.-based BEA were recently up 16 cents, or 1%, to $16.66 in morning trading.

BEA has said the board would not begin negotiations below a price of $21 a share.

"We are opposed to selling the company at $17 per share. We are not opposed to selling the company," BEA's board stated in a letter to Icahn Monday. Icahn holds 13.2% of BEA shares.

Icahn criticized the board for not allowing shareholders to accept or reject the offer. BEA's board members "presided over the reprehensible 'option' situation," and a middleware market share decline of 9% for BEA, Icahn stated.

Oracle said its middleware business grew 129% during the most recent quarter. Although the company warned BEA not to expect a revival of its offer, Oracle did not rule out making another pass at its smaller rival in future.

BEA has failed to disclose earnings for several quarters, while it cleans up backdated options and restates previously reported earnings. That process is nearing completion.