PeopleSoft Board Unanimously Rejects Takeover

SAN FRANCISCO – Business software maker PeopleSoft Inc. (PSFT) said on Saturday that its board again rejected Oracle Corp.'s (ORCL) $9.2 billion tender offer, remaining defiant a day after most of its shares were tendered to Oracle.

"PeopleSoft's Board of Directors has met and considered the results of Oracle's unsolicited tender offer and unanimously reaffirmed its previous conclusion that Oracle's latest offer is inadequate," the company said in a statement.

The board decision, hours after it was determined 61 percent of PeopleSoft shares were tendered to Oracle, is likely to mean the two California-based business software makers will return on Wednesday to Delaware Chancery Court.

The companies, which have been locked in a testy takeover battle for 17 months, have been scheduled to appear at the Delaware court to address PeopleSoft's shareholder rights' plan, known as a "poison pill."

Oracle believes Friday's tender result is a mandate that should prompt Vice Chancellor Leo Strine to remove the pill, which is the last hurdle to Oracle clinching a deal. PeopleSoft's board has refused to lift the pill.

Strine could rule the tender result was decisive and deliver a coup de grace by throwing out PeopleSoft's poison pill. That would likely allow Oracle to move forward with closing the deal, which could result in layoffs between 6,000 and 10,000 PeopleSoft employees.

Strine, however, could also uphold the poison pill in the face of a unanimous board holding out for a higher price for shareholders, leaving Oracle with an option of mounting a proxy fight early next year by nominating new PeopleSoft board members who might be more favorable to a buy-out.

Four of PeopleSoft's seven board members will be up for re-election in the Spring at the company's annual shareholder meeting. Oracle, a tiny PeopleSoft shareholder, has until the end of this coming week to submit nominations for new board members, an Oracle spokesman said.

$24 PER SHARE

PeopleSoft spokesman Steve Swasey said it was the fifth time the board had rejected Oracle's hostile takeover offer.

Oracle chief executive Larry Ellison reiterated on Friday that the company's $24 per-share offer was final and "fully valued."

Oracle had no reaction to the board's decision and said the board had not contacted Oracle since Friday's tender result to discuss its offer, launched in June 2003.

PeopleSoft said many stockholders who tendered their shares and many who did not tender their stock believed Oracle's all cash, $24 per-share offer was not enough.

"Based on the numerous conversations we have had with our largest stockholders ... the Board believes that a majority of our stockholders agree that Oracle's $24 offer is inadequate and does not reflect PeopleSoft's real value," said A. George Battle, chairman of the Transaction Committee of independent directors.

Some analysts said they were surprised by the board's decision after 228.7 million PeopleSoft shares were tendered to Oracle out of 376 million total PeopleSoft shares.

"It's surprising to me they are prepared to go into an battle after having been rebuked by 61 percent of their shareholders," said Greg Taxin, chief executive of Glass Lewis & Co., a shareholder advisory firm.

Some analysts have also said PeopleSoft's board could try to drag out the takeover saga to a proxy fight to allow the company to post two fiscal quarters of earnings results that could persuade shareholders the company's future is bright.

PeopleSoft recently forecast a rosy 2005 earnings outlook, but many Wall Street analysts said it was too optimistic.