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PeopleSoft details stock swap

The software maker discloses financial details of its $1.8 billion exchange offer for J.D. Edwards in one of the most closely watched software mergers in years.

PeopleSoft disclosed financial details of its $1.8 billion exchange offer for J.D. Edwards on Wednesday, in one of the most closely watched software mergers in years.

The Pleasanton, Calif., software maker said 104.8 million J.D. Edwards shares have been tendered for about $14.74 in stock and cash per share, in a preliminary review of the exchange offer. The exchange period ended at midnight July 17.

PeopleSoft added that J.D. Edwards stockholders who chose to exchange their shares for a mix of cash and stock will receive $12.48 in cash and 0.1262 of a share of PeopleSoft for each J.D. Edwards share tendered. Stockholders who chose stock only, and those who didn't indicate their choice, will receive 0.8243 of a share of PeopleSoft common stock for each J.D. Edwards share tendered.

The company expects to acquire the remaining untendered shares of J.D. Edwards by the end of August. J.D. Edwards stockholders who don't tender their shares in the exchange offer will receive $7.05 in cash and 0.43 of a share of PeopleSoft common stock for each J.D. Edwards share, the company said.

PeopleSoft amended the terms of the acquisition last month, switching from an all-stock deal to a cash-and-shares transaction in an attempt hasten the friendly deal and thwart Oracle's hostile bid for PeopleSoft.

Oracle launched a surprise bid to acquire PeopleSoft just days after PeopleSoft announced its plan to acquire J.D. Edwards in June. A contentious three-way legal and public relations battle ensued, with PeopleSoft and J.D. Edwards teaming against Oracle. Oracle originally said it preferred to buy PeopleSoft without J.D. Edwards. The addition of J.D. Edwards raises the price of PeopleSoft by about $1 billion and could raise an antitrust hurdle for Oracle, analysts have said.

Because J.D. Edwards investors tendered 88 percent of their shares as of July 17, instead of the 90 percent PeopleSoft was looking for, the acquisition is not yet complete. However, PeopleSoft is now a majority owner of the company and plans to seal the deal in a shareholder vote next month.