PeopleSoft Closes JDE Deal

UPDATE: Shareholders weighed in with a show of support for the merger last night.

Shareholders weighed in with a show of support for the PeopleSoft Inc and J.D. Edwards merger last night.

PeopleSoft, of Pleasanton, Calif., and JDE, of Denver, announced this morning that PeopleSoft has purchased about 110 million shares, or 88 percent of the outstanding JDE shares.

The company needed to close on fifty one percent of JDEs shares for the transaction, scheduled to close at midnight last night, to be valid.

PeopleSoft expects to acquire the remaining JDE shares before the end of August.

The companies also announced that Michael Maples, a member of JDEs board of directors, was elected to PeopleSofts board of directors.

The combination of both companies creates the second largest applications software company in the world, behind SAP AG and ahead of Oracle Corp.

To fight for its number two position, Oracle, of Redwood Shores, Calif., lobbed a hostile takeover bid at PeopleSoft in early June, days after it announced its intentions to acquire JDE.

Though vociferous about its lack of interest in obtaining JDE along with PeopleSoft, Oracle reiterated its intentions this morning.

"We believe time is on our side. Oracle remains committed to acquiring PeopleSoft—even with the addition of J.D. Edwards," said Oracle spokesperson Jim Finn, in a statement.

PeopleSofts acquisition of JDE is expected to be a boon to the former companys 2004 earnings, officials said.

JDE stockholders who bought into the PeopleSoft deal will receive $14.74 in cash, PeopleSoft stock or a combination of the two.

Those JDE shareholders who did not tender their shares will receive $7.05 in cash plus 0.43 of a PeopleSoft common share for each JDE share.

While the deal is done and PeopleSoft now owns J.D. Edwards, there is still some work to be done. Because PeopleSoft acquired 88 percent of JDEs shares and not 90 percent, they have to do what is called a long form merger that requires the board to vote to acquire the remaining JDE shares.

"PeopleSoft will vote itself the shares," said Steve Swasey, spokesman for PeopleSoft. "Its just a formality. Its the PeopleSoft majority shareholders voting to acquire the remainder of the [JDE] shares, which of course we will do."

PeopleSoft expects the final acquisition of all outstanding shares to be completed by August.

(Editors Note: This story has been updated since its original posting to clarify formalities of the deal.)