One of NetSuite Inc.’s major shareholders has come out in opposition to its proposed $9.3 billion acquisition by Oracle Corp.

Oracle announced the deal to buy the Software-as-a-Service (SaaS) giant in July, following weeks of speculation about such a move. At the time, the company said it was planning to absorb NetSuite into its own cloud business in order to level the playing field against better-established providers like Microsoft and Salesforce.com Inc.

But now one of NetSuite’s most influential shareholders, T. Rowe Price Associates, has rejected the deal. As NetSuite’s largest unaffiliated investor with a 12.9 percent stake, its opposition to the acquisition raises huge questions about whether or not the deal will go ahead.

NetSuite’s board of directors has accepted the deal, and is recommending that shareholders accept Oracle’s proposal. But in a filing to the U.S. Securities and Exchange Commission, T. Rowe Price has detailed five reasons why it thinks shareholders should reject the deal.

Firstly, T. Rowe Price said it believes that NetSuite still holds value by going it alone, as a publicly traded, independent company. It also believes that Oracle’s $9.3 billion offer was undervalued, citing the $18 billion market cap of rival SaaS vendor Workday Inc.

In addition, T. Rowe Price claims that Oracle’s offer has neglected to consider the “synergies” between the two companies – it believes the value Oracle will obtain from the deal by adding NetSuite’s products to its own portfolio isn’t reflected in the purchase price.

It’s also concerned that there was no competing bid for NetSuite, which T. Rowe Price believes is due to Oracle founder Larry Ellison’s “unique relationship” with the company (Ellison is NetSuite’s largest single shareholder with a 40 percent stake, and stands to make $3.5 billion from the deal). T. Rowe Price says it’s worried that NetSuite’s board simply went with Oracle’s initial offer, without performing due diligence or shopping around for other buyers.

Lastly, T. Rowe Price voiced concerns that the “inherent conflicts of interest” between NetSuite, Oracle and Ellison “are daunting, and may be impossible to manage.” So it means that even if Oracle were to increase its price, T. Rowe Price would still have reservations over the deal.

“At this time none of the Portfolio Managers who own NetSuite stock within our firm intend to follow the board’s recommendation to tender our shares by September 15th,” T. Rowe Price wrote.

T. Rowe Price has a history of agitating against acquisitions in the tech sector. Back in 2013 when Dell Inc. first announced plans to go private, T. Rowe Price was one of the several shareholders to come out in opposition to the move, along with other investors including Carl Icahn and Southeastern Asset Management. They were unable to prevent Dell going private, something that should give Ellison cause for optimism that this deal won’t be derailed either.

Image credit: Oracle