Oracle Announces Best and Final PeopleSoft Offer of $24 Per Share Oracle to Withdraw Offer if Majority Not Tendered by November 19, 2004



    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
RELATED LINKS
http://www.oracle.com

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