Some See PeopleSofts End Drawing Near

A PeopleSoft board member says the company would negotiate an Oracle takeover "if the price was right." Meanwhile, the company is defending its anti-takeover programs in court.

After 16 months of bloody warfare, PeopleSoft has finally voiced a willingness to sit down and discuss a deal with Oracle—a development that marks the beginning of the end for the company, according to some legal experts.

PeopleSoft Inc. board member Steven Goldby, on the stand for the second day in a Delaware court trial, testified Tuesday that PeopleSoft would negotiate the deal "if the price was right" and if there were a high degree of certainty that the deal would wrap up quickly, according to The Associated Press.

The admission confirms what some industry watchers had predicted when PeopleSoft fired CEO Craig Conway on Friday: namely, that the companys board was getting rid of him in order to clear the way to negotiations.

/zimages/3/28571.gifRead more here about the boards decision to oust Conway.

"We think it significantly increases the probability that Oracle will be successful," Ken Marlin, a managing partner at Marlin & Associates New York LLC, a New York mergers and acquisitions law firm focused on media and technology, said at the time.

"The most important thing is Conway is not there. … Craig Conway convinced his board of directors of two things: one, that Oracle was the evil empire, and, more importantly from a board perspective, he convinced them the price being offered by Oracle was inadequate."

As he fought off Oracle Corp.s hostile takeover bid, Conway was quoted as saying that there was no price Oracle could offer that PeopleSoft would consider. Such an outrageous statement is unacceptable, since there is always a price for which a company must be sold to satisfy fiduciary obligations—one reason why Conway got into trouble, experts said. Seen in that light, Goldbys statement in court could be seen as evidence of PeopleSofts board trying to stay out of trouble.

It also could mean that PeopleSoft is, in fact, ready to negotiate. "We think weve seen the beginning of the end of PeopleSoft," Marlin said.

While PeopleSoft participates in a court trial in which its defending its anti-takeover programs—the poison pill and the Customer Assurance plan—its willingness to negotiate may seem contradictory. But the fact of the matter is that PeopleSoft has little choice, since the protective programs are one of its last remaining bargaining chips.

"From a PeopleSoft standpoint, theyre taking the only tact they can take, given the fact they have the poison pill and customer protection plan in place," Marlin said. "To say to Oracle, All these provisions are legal, and well fight to keep them here. On the other hand, If you offer us enough money, well drop it all. The question is whether these things are legal. They could be—PeopleSoft could say, It doesnt mean we cant withdraw them, but theyre legal."

Next Page: Dealing with the poison pill and the Customer Assurance plan.