Conway speech ignores Oracle bid

NEW YORK--PeopleSoft CEO Craig Conway in a speech on Thursday talked up enterprise software and made only a veiled reference to a rival's hostile bid for his company.

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The presentation before executives and journalists at CeBit America here was steadfast in pitching the value of business applications. Conway rattled off statistics meant to show how businesses have used software to become more efficient in processing critical information.

In lofty and general terms, Conway said that PeopleSoft was striving to improve the ease with which enterprise software can be implemented and maintained.

He also spoke about the potential benefits of PeopleSoft's $1.7 billion bid to acquire software maker J.D. Edwards.

"A very compelling acquisition," Conway said. "It caught the interest of Wall Street. It caught the interest of industry analysts. Definitely caught the interest of competitors."

The remark about competitors was the only hint of the turmoil unleashed in the business software industry by rival Oracle's surprise $5.1 billion takeover offer for PeopleSoft, which came on the heels of PeopleSoft's announcement of the J.D. Edwards deal earlier this month.

Oracle's hostile bid has had PeopleSoft and others scrambling to make sense of a flurry of lawsuits as well as shifting terms for both acquisition efforts.

Oracle CEO Larry Ellison by saying that should the acquisition bid succeed, Oracle would phase out its rival's software, a statement he later backed away from. PeopleSoft has responded by trying to assuage its customers' fears through a letter from Conway, by running a series of advertisements, and by adding a price-protection clause to contracts.

SAP, the world's largest business software maker, has launched a global advertising campaign to lure PeopleSoft's clients.

PeopleSoft sweetened its offer by amending the terms of the J.D. Edwards acquisition from an all-stock deal to a stock-and-cash transaction. The move could stall the Oracle bid by dropping the number of shares that have to be issued to below a threshold--making shareholder approval unnecessary. This led Oracle to up its bid and to file suit against PeopleSoft and J.D. Edwards, charging that the companies' directors were excluding their shareholders' right to consider the takeover bid.

That is just one of the suits and countersuits adding to the drama. Last week, J.D. Edwards filed a $1.7 billion suit against Oracle, alleging that the database maker has illegally interfered in its proposed merger with PeopleSoft. PeopleSoft also filed a suit against Oracle, charging that the purpose of Oracle's bid was to interfere with the company's plan to acquire J.D. Edwards.