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Oracle gains controlling stake in PeopleSoft

Seventy-five percent of PeopleSoft investors tender their shares, but Oracle falls short of the level needed for a speedy close. CEO resigns from PeopleSoft

Oracle announced late Tuesday that 75 percent of PeopleSoft investors have tendered their shares, which gives it a controlling stake in the company but falls short of the level needed for a speedy close to the deal.

As a result, Oracle has extended the tender deadline to 5 p.m. PST Jan. 4, 2005, at which time it hopes to receive 90 percent or more of PeopleSoft shares--thus avoiding the need to hold a special shareholder vote on the merger, which could delay the deal's close by four to six weeks. Although the closing of the $10.3 billion megadeal may face a delay of roughly a month, it should ultimately happen, given that Oracle holds a majority stake in PeopleSoft and has four representatives on PeopleSoft's board of directors who took effect Tuesday night.

"We are quite confident we'll have the 90 percent needed by the Jan. 4 deadline. Some large shareholders wanted to wait until the first of the year to defer tax consequences," an Oracle representative said.

Oracle, which set the Tuesday deadline for PeopleSoft investors to tender their shares when it announced its $10.3 billion cash merger agreement with PeopleSoft earlier this month, also announced four representatives to PeopleSoft's board. They replace four PeopleSoft directors who resigned on Tuesday night after the initial tender deadline. Two PeopleSoft directors, however, will continue to serve on the board until the merger is completed.

PeopleSoft founder and CEO Dave Duffield, however, chose not to wait until the results of the initial tender offer were known before he resigned. Duffield stepped down as chief executive and chairman on Dec. 21. Neither PeopleSoft nor Oracle would comment on Duffield's departure.

Meanwhile, PeopleSoft investors will have to formally vote on the merger if fewer than 90 percent of the outstanding PeopleSoft shares are tendered by Jan. 4, 2005, proxy solicitors said.

The Oracle representative noted that if 90 percent of the shares are not tendered by the January deadline, the close of the deal would be pushed out by four to six weeks. Oracle had previously said it expected the deal to close sometime in January.

Oracle, as part of its $10.3 billion cash offer, will pay investors $26.50 per share. Once Oracle receives shareholder approval, it will bring to a close the 18-month, contentious, hostile takeover battle, which until only recently became a friendly deal.

Just last month, more than 60 percent of PeopleSoft investors tendered their shares in support of the deal, but PeopleSoft's board reiterated its rejection of Oracle's $24 a share bid.

As a result, Oracle was not able to take possession of the shares without triggering PeopleSoft's anti-takeover measures, otherwise known as a poison pill. Once Oracle raised its offer to $26.50 a share, the transaction turned friendly and prompted PeopleSoft's board to waive the poison pill.