PeopleSoft CEO: Oracle's stalling

Craig Conway slams rival Oracle for engaging in "stalling tactics" that he says will fail to win the takeover battle.

Alorie Gilbert
Alorie Gilbert Staff Writer, CNET News.com
Alorie Gilbert
writes about software, spy chips and the high-tech workplace.
4 min read
Oracle's bid to acquire PeopleSoft, which started out as a raucous street fight, has morphed into a high-stakes chess game between its respective chief executives.

In one of the latest twists in this battle of wits between Oracle's Larry Ellison and PeopleSoft's Craig Conway, PeopleSoft recently extended a customer guarantee program to snare any unwanted acquirer in a web of costly fees.

It also moved up the deadline for nominating new board members in advance of its June shareholders meeting, thus reducing the amount of time Oracle has to line up sympathetic candidates. Oracle, though, plans to meet that deadline with an alternative slate of directors.

CNET News.com recently caught up with Conway, who explained why he believes Oracle has purposely prolonged an antitrust review of the proposed merger in order to buy itself some time.

Q: What's your understanding of the U.S. Department of Justice's position on the Oracle bid?
A: I don't know much--only what (Oracle Executive Vice President) Chuck Phillips says. He's controlling the process. The Justice Department only has 10 days to issue a decision after Oracle finishes submitting information. This process has always been within Oracle's control. But there's no time limit. Chuck can announce with a fair degree of certainty when a decision is coming.

So Oracle's stalling the review? Why would they want to do that?
It's for the same reason that they call you and people like you and say, "We're still fully committed to the PeopleSoft bid." They continue to try to use it as a tactic of uncertainty to harm or interfere with sales to our customers. The good news is that customers aren't buying it. That tactic isn't working very well. It's all in the family of stretching things.

What's happening with your customer assurance program? Why did you change it and make it stronger after saying Oracle wasn't a big concern anymore?

That (stalling) tactic isn't working very well. It's all in the family of stretching things.
We started that back in June to give customers the confidence that they could proceed with their PeopleSoft purchases. It was set to expire Oct. 17, at the same time Oracle's bid was to expire. So, we had to have the board re-evaluate it (when Oracle extended its bid). We've revisited it every time Oracle's bid expired. You make adjustments based on things that have happened in the interim.

PeopleSoft shareholders filed a lawsuit in opposition to this program. Did it go too far?
We took to heart some objections Oracle had to the program. They raised some good objections, such as that ability to support products whose underlying technology is no longer available. We returned the program to the version Oracle said they liked, the version through Oct. 17. We filed that (last week).

Is the new program retroactive for the customers who have signed your customer assurance program since Oct. 17?
No, we can't make it retroactive.

Does the revised program make the shareholder suit go away?
I don't know how it affects that.

Recent reports say PeopleSoft has pushed up the time frame for nominating new board members, a tactic interpreted as a maneuver to fend off an Oracle takeover of the board. Is it true that board seat nominations for your June annual shareholders meeting are now due 120 days before the meeting, instead of 20 days?
The change that was made is that the time frame to nominate directors was lengthened to give people a chance to evaluate the nominees. It's normal to have 90 to 120 days to research and understand any board nominees to be made. It was a pretty innocuous change. What we want to make sure of is that shareholders have enough time to evaluate candidates.

But why now? Is this a response to Oracle's talk about installing an Oracle-friendly board?

Microsoft's forays into large enterprise markets have taken a long time. They're not on the charts yet.
I'm not sure it's in response to that. The prospect of any outside interest nominating directors causes you to examine and ask if we have a process for giving our shareholders a good, long look at the options.

How's the merger with J.D. Edwards going?
That's continuing well. We're exerting the most energy on areas such as financial synergies. We've promised to cut about $160 million to $200 million in duplicate costs. We've closed some facilities. In the area of information technology strategies, we're reconciling duplicate contracts with vendors.

A PeopleSoft executive, Ram Gupta, told me last year that he thought that Microsoft's entry into the business applications market would create a rivalry of biblical proportions. Is that happening?
It's the very, very beginning of a very long journey for Microsoft. Microsoft's forays into large enterprise markets have taken a long time. Look at SQL Server. It's only starting to be a competitor now, after 11 years. It just takes a while. They had to prove that it works in small businesses first. It's early, and it's the first steps of a very long journey. They're not on the charts yet.