Its election time and the heat is on. For some software shareholders, that is.
PeopleSoft Inc. announced on Monday that it had completed its proxy-card mailing to shareholders for its upcoming annual Board of Directors stockholder meeting.
PeopleSoft is in the midst of a fierce struggle to remain independent from an unwanted suitor, Oracle Corp. With a $9.4 billion tender offer on the table, Oracle is also trying to win PeopleSoft by proxy battle.
On March 25 PeopleSoft shareholders will have the opportunity to cast their collective vote to either elect Oracles slate of five nominees, or re-elect four PeopleSoft board members.
In its mailing to shareholders, PeopleSoft, of Pleasanton, Calif., strongly urged voters to reject Oracles overtures, saying the company has a better plan in place to ensure shareholder value.
Last week Larry Ellison, Oracles CEO, and Jeff Henley, the companys interim CFO and chairman, sent out a second missive to PeopleSoft shareholders. The duo urged voters to cash in on Oracles $26 per share offer for PeopleSoft, and to vote in Oracles nominees.
By winning the majority of PeopleSofts board, Oracle, of Redwood Shores, Calif., would essentially quash PeopleSofts poison-pill anti-takeover measure. It would also enable Oracle to nullify PeopleSofts controversial Customer Assurance Program that looks to refund some customers between two and five times their license fees should PeopleSoft be taken over—and support for its products be discontinued.
When Oracles intentions to acquire PeopleSoft were first announced eight months ago, Ellison said he would cease support of rival PeopleSofts e-business software. Oracle later back-stepped and said the company would support PeopleSofts applications longer than PeopleSoft would.
In response, PeopleSoft filed suit against Oracle in Alameda County, Calif. seeking to have the companys tender offer removed by the courts. Oracle, for its part, filed suit against PeopleSoft in a Delaware court to have PeopleSofts poison pill removed. Both cases are pending.
In the meantime, the U.S. Department of Justice is expected to weigh in on its antitrust decision on or before March 2.
Its anybodys guess how the decision will come down. Earlier this month the Justice Departments antitrust staff recommended to senior officials that they block the deal on grounds that it would be anticompetitive to the software industry.
However, the final decision falls on the shoulders of one man, Assistant Attorney General R. Hewitt Pate. Its unclear how he will decide the matter, given mounting opposition on one hand—more than half the states attorney generals are in the midst of an antitrust investigation into the deal—and increasing optimism from some customers and at least one shareholder group on the other hand.
Last Friday the American Shareholders Association urged the Justice Department to let shareholders determine the future of Oracles hostile takeover of PeopleSoft. The ASA contends that a decision to block the deal would have a negative impact in future cases.
