Sue me, sue you

Oracle Corporation today increased its cash tender offer to purchase all of the outstanding shares of PeopleSoft to $19.50 per share, or approximately $6.3 billion.

This offer price is a 29% premium to the PeopleSoft stock price prior to the announcement of Oracle’s cash offer on June 6, 2003.

‘In the last few days, Oracle executives have had the opportunity to speak with the holders of a majority of PeopleSoft shares,’ said Oracle Chairman and CEO Larry Ellison.

‘Many of those shareholders indicated the prices at which they would tender their shares. Therefore, Oracle is raising its all-cash offer to $19.50 per share. Oracle remains committed to acquiring PeopleSoft and will not be deterred by management’s maneouvers to maintain control of a company they do not own. Contrary to what PeopleSoft management would have you believe, Oracle intends to fully support PeopleSoft customers and products for many years to come. Satisfying those customers is the key to the success ofthis acquisition,’ he added.

Jeff Henley, Oracle Executive Vice President and CFO, said, ‘We’ve reviewed the impact of the higher price and confirmed that the acquisition of PeopleSoft will still be accretive to Oracle, excluding the amortization of intangibles. We expect that a majority of shareholders will immediately contact PeopleSoft’s board and demand the opportunity to accept our offer.’

In addition, Oracle said it would file suit today in Delaware against PeopleSoft, its board of directors, and J.D. Edwards & Company in response to their collective efforts to eliminate PeopleSoft shareholders’ ability to accept Oracle’s tender offer. Oracle contends that PeopleSoft and its board breached their fiduciary duties, including failure to act in the best interest of PeopleSoft’s shareholders. Oracle seeks, among other things, rescission of the amended J.D. Edwards merger agreement and redemption of the PeopleSoft ‘poison pill’.

The tender offer remains subject to the same conditions as Oracle’s original offer, including expiration of the applicable Hart-Scott-Rodino waiting period, a majority of PeopleSoft’s shares on a fully diluted basis being tendered and not withdrawn, and the redemption or amendment of PeopleSoft’s shareholder rights plan.

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