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PeopleSoft Board Votes to Reject $6.3 Billion Bid by Oracle

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PeopleSoft Board Votes to Reject $6.3 Billion Bid by Oracle
By LAURIE J. FLYNN


AN FRANCISCO, June 20 — The board of PeopleSoft Inc. announced today that it had voted to recommend to shareholders that they reject a $6.3 billion takeover bid from Oracle, the second offer Oracle has made for the company. The board contended that the merger would become bogged down in an antitrust quagmire that would, in the meantime, damage PeopleSoft's business.

Oracle, which competes with PeopleSoft in the market for specialized business software, increased its cash bid on Wednesday to $19.50 a share for all outstanding shares of PeopleSoft. That added more than $1 billion to its original offer.

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At the same time, PeopleSoft is trying to acquire J. D. Edwards, a smaller software rival, for $1.75 billion in cash and stock. Oracle has sued to block that deal.

Craig Conway, the chief executive of PeopleSoft, said the board rejected Oracle's offer because it was certain to hit regulatory snags, undervalued PeopleSoft and did not take into account the value created by PeopleSoft's acquisition of J. D. Edwards. "It is highly conditional, faces significant regulatory delays and uncertainty and threatens serious damage to our business," Mr. Conway said.

PeopleSoft announced on Thursday that it was beginning its tender offer for shares of J. D. Edwards in hopes of speeding its acquisition of the company. PeopleSoft has offered $7.05 in cash, or shares of its stock worth that amount, plus 0.43 of a PeopleSoft share for each share of J. D. Edwards.

PeopleSoft is hoping that the acquisition and an anti-takeover shareholder rights measure known as a "poison pill" will thwart Oracle's efforts.

Oracle expressed frustration at the rejection of its offer. "Once again, PeopleSoft's board has put management's interests first, ignoring the mounting demands of its shareholders to redeem the poison pill and meet with Oracle," said Jim Finn, an Oracle spokesman.

At least 10 lawsuits have been filed against PeopleSoft on behalf of its shareholders, according to Michael Hanrahan, a lawyer representing a group of shareholders in Delaware, who was asked by Vice Chancellor Leo E. Strine of the Delaware Chancery Court to coordinate the suits.

"PeopleSoft shareholders are generally not keen on the J. D. Edwards transaction," Mr. Hanrahan said.

Mr. Hanrahan, of the Delaware law firm of Prickett, Jones & Elliott, said the lawsuits sought to stop PeopleSoft from preventing the merger with Oracle and to keep PeopleSoft from acquiring J. D. Edwards. They also aim to stop PeopleSoft from offering "excessive" money-back guarantees to PeopleSoft customers should Oracle succeed in acquiring it.

Mr. Hanrahan said Mr. Strine would consider the shareholder motions at a hearing on July 16 and was expected to issue a decision on July 25. At the same hearing, Mr. Strine will hear motions in Oracle's lawsuit against PeopleSoft and J. D. Edwards, which it filed on Wednesday. PeopleSoft and J. D. Edwards are each suing Oracle as well, and on Wednesday Connecticut filed an antitrust lawsuit against Oracle.

At issue in Connecticut's suit is the state's sizable investment in PeopleSoft software — a multiyear, $100 million project.

In a statement issued today, Lawrence J. Ellison, chief executive of Oracle, moved to assure PeopleSoft customers that Oracle plans to keep the PeopleSoft product line alive for at least 10 years.



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