Judge Still Weighing PeopleSofts Poison Pill

In an attempt to understand the PeopleSoft board's rationale behind rejecting Oracle's latest bid, a Delaware Chancery Court judge schedules more hearings for mid-December on PeopleSoft's "poison pill" anti-takeover measures.

Delaware Chancery Court Judge Leo Strine is taking a second look at PeopleSofts poison pill and CAP (Customer Assurance Program) anti-takeover mechanisms.

The judge, who in October heard Oracle Corp.s suit against PeopleSoft Inc. that seeks an injunction to block the pill and CAP, has scheduled additional hearings next month.

The requested hearings, planned for Dec. 13 and 14, will give PeopleSoft attorneys a chance to provide more information on the companys rationale for rejecting Oracles $24-per-share bid, according to PeopleSoft spokesman Steve Swasey, in Pleasanton, Calif.

Oracle and PeopleSoft have been locked in a fierce battle for control of PeopleSoft. Oracle launched its initial hostile takeover bid for the company in the summer of 2003 and has lowered and raised its bid nearly half a dozen times since.

Earlier this month, the company made its "best and final" offer of $24 a share, and more than 60 percent of PeopleSofts shareholders agreed to tender their shares at that price.

PeopleSofts board of directors, however, has steadfastly declined Oracles offers on the grounds that the offer undervalues the companys worth.

In spite of the majority of shareholders who agreed to tender their shares, Oracle cannot acquire PeopleSoft without the poison pill stipulation being removed from the companys bylaws—a decision that is being weighed by Judge Strine.

A poison pill measure—which is written into many companies bylaws—is triggered in the event of a hostile takeover, and in this case would flood the market with millions of PeopleSoft shares, making the transaction prohibitively expensive for Oracle.

The Customer Assurance Program is unique to PeopleSoft. It also is triggered by a hostile takeover—and diminished support of the companys software—and looks to refund some PeopleSoft customers between two time to five times their license fees.

The tit-for-tat wrangling between Oracle and PeopleSoft has already delayed Strines decision, which was expected sometime this month. In the meantime, Oracle has launched a proxy battle for PeopleSofts board.

Last week, the company announced its slate of nominees for the four open seats on PeopleSofts board. The election will be held during PeopleSofts annual shareholder meeting in spring 2005. The date for that meeting has not yet been set.

/zimages/1/28571.gifRead more here about Oracle putting forth a slate for PeopleSofts board.

Should it prove successful in overtaking PeopleSofts board, Oracle will have the ability to nullify the poison pill and the customer assurance measures—with or without a nod of approval from the Delaware Chancery Court.

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