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Oracle ups its PeopleSoft offer

The software maker raises its takeover bid for PeopleSoft to $19.50 per share and files a lawsuit against PeopleSoft and J.D. Edwards.

Oracle has raised its takeover bid for PeopleSoft to $19.50 per share, valuing the software company at $6.3 billion, in the latest twist in the highly charged software industry saga.
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Oracle also filed suit against PeopleSoft and J.D. Edwards, the application software maker that PeopleSoft has announced plans to acquire.

The move is not unexpected; analysts and industry watchers have been saying that Oracle's initial hostile takeover offer of $16 per share, which valued PeopleSoft at $5.1 billion, was surprisingly low.

In a press release issued Wednesday, Oracle CEO Larry Ellison said his company had been speaking to some of PeopleSoft's majority shareholders who had indicated they needed to see a higher price in order to approve the deal.

"Oracle remains committed to acquiring PeopleSoft and will not be deterred by management's maneuvers to maintain control of a company they do not own. Contrary to what PeopleSoft management would have you believe, Oracle intends to fully support PeopleSoft customers and products for many years to come," Ellison said in a release. "Satisfying those customers is the key to the success of this acquisition."

Earlier, Ellison had said that Oracle, should it succeed in its acquisition bid, would discontinue PeopleSoft?s product line. In


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response, PeopleSoft has been attempting to reassure its customers through a letter from CEO Craig Conway, a series of advertisements and by adding a price-protection clause to contracts.

In addition, PeopleSoft began running newspaper ads on Wednesday that included quotes from 10 customers, including Toyota, Nextel Communications and the University of Massachusetts, offering support for the software maker. Most of the comments are harshly critical of Oracle, and several of the customers quoted refer to Oracle?s "failed attempt" to eliminate PeopleSoft.

Dueling lawsuits
Oracle also said it would file suit Wednesday in Delaware against PeopleSoft, its board of directors and J.D. Edwards "in response to their collective efforts to eliminate PeopleSoft shareholders' ability to accept Oracle's tender offer."

PeopleSoft on Wednesday advised its shareholders to "take no action at this time," saying its board of directors would meet to review the new bid and come up with a recommendation to shareholders.

"We remain committed to completing the amended definitive merger agreement with PeopleSoft, and we maintain that the Oracle hostile tender offer is disruptive to that agreement," said Victor Chayet, J.D. Edwards' spokesman.

PeopleSoft's board has formally rejected Oracle's bid, and PeopleSoft CEO Craig Conway has sent a letter to PeopleSoft customers that called the Oracle offer "predatory." Earlier this week PeopleSoft sweetened its offer for J.D. Edwards in an attempt to stall the Oracle bid.

Last week, J.D. Edwards filed suit against Oracle, saying the takeover bid "tortiously interfered" with its deal with PeopleSoft. PeopleSoft has also sued Oracle in connection with the hostile takeover bid.

Oracle said it is looking for a rescision of the amended deal between PeopleSoft and J.D. Edwards and for PeopleSoft to eliminate


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its "poison pill," a provision that calls for more shares to be unleashed, thereby making it more expensive for an unwanted suitor to acquire a company.

Oracle executives said Wednesday that they were confident the deal would go through.

"We need a simple majority of shares to be tendered, and we don't believe insiders have a majority," Oracle CFO Jeff Henley said on a conference call. "The single most important issue is that the board has to redeem the poison pill."

Henley said that the deal made financial sense and that it would add to the bottom line within a year.

Executives at Oracle said they had begun talking to PeopleSoft customers about the deal and that some of them had already decided to switch.

"Our message is we're not going to change anything. But once (customers) realize the advancements we've made, they...will understand the value of wanting to move to the (Oracle eBusiness) suite," Henley said.

To help with the transition, Oracle would work with partners to come up with migration tools.

"We've already had a lot of our partners express interest in building migration tools," said Chuck Phillips, executive vice president at Oracle. "Given access to the code and developers, migration tools should be much more robust" than existing tools."