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PeopleSoft: Just Say No to Oracle

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Posted February 23, 2004 By Clint Boulton     Feedback

Chief Craig Conway defends his company from Oracle's verbal attacks and urges shareholders to vote for its own board nominees.

In what has become serve-and-volley battle to win the influential stockholders, PeopleSoft Monday begun mailing proxy materials for a critical March 25 vote.

The company is encouraging shareholders to vote for its nominated board candidates and to ignore the candidates recommended by Oracle .

Oracle, which has been trying to acquire its applications rival since June and has offered to buy the Pleasanton, Calif. company for as much as $9.4 billion, last week sent a letter to PeopleSoft shareholders, urging them to vote for its hand-picked board members and to add a ninth member.

PeopleSoft Monday countered with its own letter, signed by President and CEO Craig Conway, urging shareholders ahead of next month's shareholder meeting to ignore Oracle's aggressive tactics and to mail their proxy cards and vote for PeopleSoft's nominees and to reject Oracle's candidates.

The battle over the board is important because company boards hold sway over major decisions, such as mergers and acquisitions and have the ability to vote down almost anything if the members don't agree with it.

Redwood Shores, Calif.'s, Oracle is trying to get a board elected that is supportive of its decision to acquire PeopleSoft, currently second in the applications market behind Germany's SAP.

PeopleSoft, in the fight of its life, won't have it.

"We firmly believe that Oracle's attempt to gain control of PeopleSoft's Board is exclusively to advance its own agenda, and does not further your interests as a PeopleSoft stockholder," Conway said in the letter.

Conway then proceeded to defend against the major points of attack Oracle employed in its letter, signed by Chief Larry Ellison and CFO Jeff Henley, arguing that PeopleSoft's financial results have been "outstanding." PeopleSoft has met or exceeded its earnings guidance in 16 out of the last 17 quarters and grew revenue 16 percent to $2.3 billion, Conway said.

The chief also defended the customer assurance program or CAP, which provides customers protection in the form of two to five times the cost of licensing fees should PeopleSoft's ownership change hands. Oracle has repeatedly criticized this program as flawed and unfair.

Conway then reaffirmed PeopleSoft's mantra that Oracle's offers of $16, $19.50, and $26 per share for the company do not adequately measure the company's worth. This may be one of the weaker arguments, as analysts and other experts have said the 18.8 percent premium must be incredibly tempting for shareholders.

To be sure, PeopleSoft spokesman Steve Swasey has dismissed Oracle's verbal sparring as rhetoric and noted that PeopleSoft's position has not changed while Oracle has altered some of its proposal structure.

As if the lack of board support for Oracle's offer isn't enough of an obstacle, Oracle still has to contend with the Department of Justice and European Commission, which are expected to rule for or against the proposal in March and May, respectively.

Early word from the DOJ is that assistant attorney general Hewitt Pate may halt the Oracle buy, which would mean Oracle would then have to appeal in court to argue its case.

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