Oracle, which is offering a best and final offer of $24 a share, wantsto tender at least 50 percent of the outstanding shares. If Oracle fails to receive a simple majority by its , then it has said it will walk away from the $9.2 billion deal.
"We will be announcing the preliminary results of our tender offer for PeopleSoft as soon as practicable after 1 a.m. (Eastern Standard Time)," Harry You, Oracle's chief financial officer, said in a statement. "Based on discussions with our advisors and the depository, the release will not be issued prior to 1 a.m."
Proxy solicitors, however, said Oracle should have a fairly accurate idea of the tender results much earlier in the day.
"Realistically, by 5 p.m. (EST), they will have the numbers with 95 percent accuracy," said Tom Ball, a proxy solicitor with Morrow & Co. "It's difficult to withdraw or submit tenders after 5 p.m., because there's no one in the back office to handle the electronic transaction."
tender the shares through their brokerage, which serves as custodian of those shares. The process is handled electronically by people at the brokerage house. As a result, the custodians notify their clients that although a deadline for a tender offer may be midnight, their staff leaves at 5 p.m., so all transactions need to be handled by that time.
"Most tenders will come in electronically, so it's not like they are counting hundreds of thousands of stock certificates," Ball said.
He noted that the only wild cards in a tender count would be if someone bought shares within three days of the deadline and wants to tender his or her stock. These investors would not yet have possession of the stock and would need to obtain it before they could then tender. Consequently, Oracle would have to allow three trading days past the deadline before it could count those tendered shares.
Ball, however, said that under these types of situations, the outcome of the tender offer is "minimally" affected.
"There is not a lot of mystery or movement that occurs between 5 p.m. and midnight," Ball said.
PeopleSoft, meanwhile, will have a sense of the final tender count, but with less clarity than Oracle. That's because Oracle can actually view the tenders as they roll in electronically, whereas PeopleSoft has to rely on calls to its investors.
"They won't have the clarity that Oracle will, but it will likely be within a range that PeopleSoft should know what to expect," Ball said.