REDWOOD SHORES, Calif., Nov. 1 /PRNewswire-FirstCall/ -- Oracle Corporation (Nasdaq: ORCL) announced today that it is amending its tender offer for all of the common stock of PeopleSoft, Inc. Principal terms of the amended offer will include: -- Oracle has increased the price of its fully-financed cash offer from $21.00 to $24.00 per share, which represents our best and final offer. This price represents a significant premium to recent trading prices, and is in excess of the 52-week closing price high for PeopleSoft shares. The increased offer price is nearly 60% higher than the closing price on the day prior to Oracle's announcement of its intention to commence the original offer. -- In light of last week's vote by the European Commission to clear Oracle's offer, Oracle will amend the offer to eliminate most of the conditions to the offer. The principal remaining conditions will be that a majority of PeopleSoft's shares are tendered in the offer and that the PeopleSoft Board of Directors eliminates the poison pill and Delaware law (Section 203) obstacles to Oracle's acquisition of shares in the offer. -- The amended offer will expire at midnight EST on Friday, November 19, 2004. If a majority of PeopleSoft's shares have been tendered into the offer and the Board of Directors of PeopleSoft has not removed the poison pill and Section 203 obstacles, then Oracle will look to the Delaware Chancery Court to take appropriate action. -- If by midnight EST on Friday, November 19, 2004 a majority of PeopleSoft's shares have not been tendered into the offer, then Oracle will withdraw its tender offer. "Our best and final offer is $24 per share, which we believe represents a substantial premium to the price at which those shares would trade were it not for Oracle's offer," said Jeffrey O. Henley, Chairman of the Board of Oracle. "We will withdraw our offer unless a majority of PeopleSoft shares are tendered into our offer by November 19, 2004." Oracle will host a conference call today, November 1, 2004, at 8:45 a.m. EST/5:45 a.m. PST. A live audio webcast of the call will be made available on the Oracle Investor Relations website at www.oracle.com/investor. The webcast will be available for replay for seven days following the conference call. Interested parties may also participate live via telephone by calling 719-457-2621. The replay number is 719-457-0820 (Passcode: 910652), and will be available for 24 hours following the conference call. Below is the full text of a letter sent by Oracle to the PeopleSoft Board of Directors on October 31, 2004: October 31, 2004 Board of Directors PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 Members of the Board: For almost 17 months the owners of PeopleSoft -- the stockholders -- have been denied the opportunity to consider our offer, while we have fought our way through a variety of regulatory obstacles actively promoted by the PeopleSoft Board of Directors. Those obstacles no longer exist. Last week the European Commission voted to clear Oracle's bid for PeopleSoft. This decision, coupled with the decision of the U.S. Department of Justice not to appeal Judge Walker's decision, means that now the PeopleSoft Board of Directors is the only obstacle to stockholder consideration of our offer. The time has come to bring this matter to a conclusion by allowing the stockholders to decide. We will announce tomorrow morning our best and final offer to acquire all of the shares of PeopleSoft. The principal elements of our offer include: -- We have increased the price of our fully-financed cash offer to $24.00 per share. This price represents nearly a 60% premium to the trading price for PeopleSoft shares prior to our offer and a significant premium to recent trading prices, and is in excess of the 52-week closing price high for PeopleSoft shares. More importantly, we believe it represents a substantial premium to the price at which those shares would trade were it not for our offer. This is our best and final offer and it will not be increased. -- In light of recent regulatory developments we will eliminate most of the conditions to our offer. The principal remaining conditions to our offer will be the Minimum Tender Condition, the Rights Condition and the Section 203 Condition. -- Our amended offer will expire at midnight EST on Friday, November 19. If the Minimum Tender Condition is satisfied at that time -- meaning that the holders of a majority of PeopleSoft's outstanding shares have tendered their shares in our offer -- and the Board of Directors of PeopleSoft has failed to remove the poison pill and Section 203 obstacles to our offer to permit us to acquire the tendered shares, then we will look to the Delaware Chancery Court to take appropriate action. -- If the Minimum Tender Condition has not been satisfied by midnight EST on November 19, 2004, we will withdraw our offer. We are willing to let PeopleSoft's stockholders decide the outcome, and to withdraw our offer if it does not receive majority support. We think it is incumbent on the PeopleSoft Board to show at least equal deference to the will of its own stockholders. Our preference, as we have maintained since our original communication with you on June 6, 2003, is to enter into a merger agreement with PeopleSoft. You have to date refused to negotiate with us. Although our $24 price is final and non-negotiable, we are ready to negotiate the other terms of a merger agreement with you, and can provide you with a draft merger agreement promptly. We continue to be committed to supporting PeopleSoft's customers and products. We intend to develop and introduce a next generation of PeopleSoft products -- PeopleSoft 9 -- and in connection with that effort we intend to maintain an engineering organization at the Pleasanton campus. We believe that the value and certainty of our offer are far preferable to PeopleSoft's uncertain future as an independent company. We look forward to a prompt response to this proposal. Sincerely, Jeff Henley Larry Ellison Chairman of the Board Chief Executive Officer The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003, as amended and restated on February 12, 2004 and as subsequently amended. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.
SOURCE Oracle Corporation