Page Two

By Renee Boucher Ferguson  |  Posted 2003-07-02 Print this article Print

There could be a third DOJ request for information—or fourth, or fifth, for that matter—but experts dont anticipate one, given that the merger of Oracle with PeopleSoft and even J.D. Edwards & Co. wouldnt concentrate market share to an extreme point and that SAP AG, of Walldorf, Germany, will still be the largest company in the market. "Theyll see Microsoft [Corp.], IBM and SAP," Marlin said. "Theyll see quite a number of players even after this proposed transaction. … Even if you contemplate all three coming together, [the Oracle/PeopleSoft/J.D. Edwards combination] would be significantly smaller than a certain large German software provider, so we dont anticipate a third request."
If the DOJ raises objections to the merger, its investigation could be dragged on for an unforeseeable length of time. If not—and experts think this likely—it could take less than 30 to 45 days. In the meantime, Oracle will provide information on market size and its own share of it, as well as its understanding of the shares held by J.D. Edwards and PeopleSoft, Marlin said. "Theyll undoubtedly assert that the market definition is large and comprises a lot of larger players," he said.
Oracle pledged cooperation with the DOJ. But the company also said that because complying with the request for information will require significant resources it indefinitely postponed a July 16 hearing in its suit against PeopleSoft and J.D. Edwards & Co., which PeopleSoft is planning to acquire. Oracles suit, filed in mid-June in Delaware, alleges a breach by PeopleSoft board members of their fiduciary responsibility to shareholders. It looks to nullify two things: PeopleSofts proposed acquisition of J.D. Edwards & Co., and its so-called poison pill contingency that thwarts hostile takeover bids by raising the stock price of the company. PeopleSoft hasnt elucidated the exact nature of its mysterious poison pill. Typically, poison pills are provisions that allow companies to issue new shares to all shareholders in the event that a buyer purchases more than a set amount of stock without consent from a board of directors—usually 20 percent, according to Marlin. The hostile purchaser is excluded from this new-share distribution, and his or her or its share is thereby diluted. Oracles postponement could give PeopleSoft the leeway it needs to complete the J.D. Edwards transaction. In a statement Oracle said the parties have agreed to meet in court July 25 – one week after PeopleSofts bid to acquire J. D. Edwards expires.


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