PeopleSoft Inc. appears to be openly considering moves to give up its independence.
After dismissing CEO Craig Conway and letting a costly customer assurance program lapse earlier this month, a board member indicated last week publicly for the first time that the company is willing to talk to suitors.
Last week in a trial that could remove a huge roadblock to Oracle Corp.s hostile takeover bid for the enterprise software developer, PeopleSoft Director Steven Goldby said he would be willing to discuss Oracles hostile buyout bid if certain conditions were met.
“If there ever is an indication that Oracle is willing to pay what we consider to be the right price … and there is a high certainty of being able to close a transaction quickly, I, personally, would be open to discussions with Oracle,” said Goldby in the Delaware Chancery Court, in Wilmington.
PeopleSoft, of Pleasanton, Calif., and Conway have been fending off Oracles $7.7 billion offer for 16 months. A major stumbling block to the deal was removed last month when a federal court ruled that an Oracle acquisition of PeopleSoft would not violate antitrust laws. A second fell when PeopleSofts board ousted Conway, who testified in the same court last week that he tried to vilify Oracle and its CEO, Larry Ellison, to stop the takeover.
A third roadblock to the deal was PeopleSofts Customer Assurance Program, or CAP, which would require any company that bought PeopleSoft and ended support for its software to pay customers $2 billion. CAP recently expired, meaning that that $2 billion bill wont get any bigger and CAP becomes a “definable and manageable” burden for Oracle, said Robert Christopher, head of litigation for Northern California at Coudert Brothers LLP, in Palo Alto, Calif.
“One thing businesses hate is that kind of uncertainty on the uptake for what those kinds of obligations might be,” said Christopher. “Having dropped [CAP] is a fairly strong signal from PeopleSoft that theyre ready to talk.”
Oracle is looking to remove another roadblock in the Delaware trial, which seeks to remove a poison pill from PeopleSofts bylaws. And the European Commission said last week that it will rule Nov. 9 whether an Oracle-PeopleSoft merger would violate European antitrust laws.
A PeopleSoft spokesperson would not comment on future plans. A representative for Oracle, of Redwood Shores, Calif., did not return phone calls.