PeopleSoft Board Rejects Oracle Takeover

PeopleSoft Inc.s board of directors Thursday announced that it is recommending that stockholders reject Oracle Corp.s hostile takeover bid.

At the same time, financial analysts are frowning on Oracles attempt to gobble up PeopleSoft, with Moodys Investors Services changing its ratings outlook for the database giant to negative.

Oracle, of Redwood Shores, Calif., late last week offered PeopleSoft stockholders $16 per share, or about $5 billion, to buy its enterprise software rival. The move came days after PeopleSoft itself had announced a $1.7 billion deal to acquire a third enterprise software vendor, J.D. Edwards & Co.

PeopleSoft officials, in Pleasanton, Calif., said the board believes that Oracles offer would be tied up for a long time by U.S. and European government antitrust investigations, and that regulators were likely to block the deal on grounds that it would unfairly limit competition.

“The unsolicited and hostile nature of the offer, combined with Oracles statements, is designed to disrupt [PeopleSofts] strong momentum at significant cost to PeopleSofts customers. As a result, after careful consideration the Board, including a committee of independent directors, unanimously recommends that PeopleSoft stockholders reject the offer and not tender their shares to Oracle,” a statement from PeopleSoft said.

The board also said the $16 per share offer undervalued the company.

“Oracles offer seeks to enrich Oracle at the expense of PeopleSofts stockholders, customers and employees,” said PeopleSoft President and CEO Craig Conway, in a statement.

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In addition to rejecting Oracles overtures, the board recommitted the company to buying Denver-based J.D. Edwards. Bob Dutkowsky, the J.D. Edwards CEO, earlier this week made the same arguments against the Oracle deal.

Meanwhile, New York-based Moodys downgraded its outlook on Oracle, but kept its rating on the company at A3.

Moodys cited the size of the hostile takeover as the cause of the outlook change. Moodys rating change noted that use of cash and additional bridge financing needed to fund the cash tender offer for all outstanding common shares of PeopleSoft was “substantial.”

The ratings change notice also said that Moodys expects a few things: a reduction in Oracles financial flexibility after completing the acquisition; that Oracle will have to substantially increase its tender offer price of $16 per share; and that whatever expense reduction Oracle has in mind will not offset expected revenue loss at PeopleSoft as Oracle winnows out the companys products.

Oracle recently moved up its fiscal fourth quarter earnings report from its original date of next Tuesday, June 17, to today. A company spokeswoman said the move had nothing to do with companys PeopleSoft bid and was being made simply because necessary work was finished earlier than anticipated.

As of Feb. 28, 2003, Oracle had $6 billion in cash and short-term investments. As of March 31, PeopleSoft had $1.9 billion in cash, with no debt outstanding.

This story was modified from its original posting to include information on the Moodys downgrade.