Daily News Clips
Office of the Chancellor / Public Affairs
Tuesday, August 26, 2003
 

Contra Costa Times 8-26-03

Oracle bid was intended to harm, PeopleSoft says
By Jessica Guynn

 

Internal Oracle Corp. e-mails show that executives knew they were causing serious damage to archrival PeopleSoft Inc.'s business with a multibillion-dollar hostile takeover bid, according to excerpts obtained by the Times.

"We've certainly wounded (PeopleSoft)," an unnamed Oracle employee involved in the takeover attempt stated in an e-mail. "Even if we don't end up closing the deal, this is going to take (PeopleSoft) time to recover. And, of course, our corporate image of being aggressive, brash, and marching to the tune of a different drummer has been reinforced."

PeopleSoft says this excerpt, originally filed under seal in Alameda County Superior Court, bolsters its case that Oracle engaged in a choreographed assault on its business. PeopleSoft alleges that Oracle schemed to keep customers from signing contracts with PeopleSoft in an attempt to drive down PeopleSoft sales and its stock price and make its bid more appetizing to shareholders.

Oracle spokesman Jim Finn fired back, saying PeopleSoft's suit is rife with comments taken out of context to court public opinion. "It's exhibit one of the games PeopleSoft will play to stop from giving shareholders a choice," he said.

He also accused PeopleSoft of engaging in a "diversionary tactic" that places the interests of PeopleSoft management before the interests of shareholders and customers.

The Times requested the full documents and e-mails cited in the lawsuit, but Oracle provided only one of the e-mails to the Times.

Oracle on Monday filed a motion to make public portions of PeopleSoft's amended lawsuit filed under seal two weeks ago. Excerpts from the internal Oracle documents were not included in the amended complaint because both companies had agreed to keep the documents confidential.

The Times had planned to file a motion on Monday to unseal those portions of PeopleSoft's suit. The Times obtained a copy of the lawsuit that contains excerpts of e-mails and documents that had previously been sealed. A hearing is set for Sept. 4 in the case.

PeopleSoft said it expanded its suit against Oracle to encompass "extensive new facts" about Oracle's efforts to derail PeopleSoft's merger with J.D. Edwards & Co., poach its customers and sabotage its business.

In its suit, PeopleSoft points to an e-mail from Oracle Vice President of Analyst Relations Peggy O'Neill, which quotes Executive Vice President Chuck Phillips as saying: "Time is on our side, because the more time goes on ... the more likely (it is) people (will) start worrying about what will happen to the future of (PeopleSoft)."

In its motion to oppose documents being filed under seal, Oracle called PeopleSoft's allegations "wild and overblown" and said the internal Oracle documents are "typical of the types of communications that arise in every legal dispute between large corporate competitors."

Four days after PeopleSoft announced it would buy smaller software rival J.D. Edwards, Redwood City-based Oracle counterpunched with a surprise hostile bid for PeopleSoft. The $1.8 billion merger with J.D. Edwards has vaulted PeopleSoft over Oracle into the No. 2 position behind German software giant SAP AG in the multibillion-dollar business software market.

In its suit, PeopleSoft alleges:

• Oracle launched a campaign to undermine PeopleSoft and drive down its stock price, making Oracle's initial $16-a-share bid -- widely panned on Wall Street as too low -- more attractive. O'Neill quotes Phillips saying: "We might force (PeopleSoft) to change their (J.D. Edwards) terms to a cash deal to accelerate things, who knows? That could hurt (PeopleSoft) too and again, the more something hurts (PeopleSoft), the more likely that share price drops and $16 starts looking better."

• Oracle executives denied that they planned to discontinue PeopleSoft products, accusing PeopleSoft of using "lies and scare tactics" to rally its customers against Oracle. PeopleSoft cites an e-mail from Executive Vice President Safra Catz that says: "We really won't be continuing their product line."

Oracle provided a copy of the Catz e-mail to the Times that outlines Oracle's plans to take over PeopleSoft. Finn said the rest of the e-mail makes it clear that Oracle plans to "continue and improve product support and to make product improvements."

"The fact that Oracle does not intend to actively market the PeopleSoft line does not detract from its commitment to support and enhance the products," he said.

• Oracle told PeopleSoft customers that switching to their products would be "graceful."

O'Neill e-mailed Phillips to say that "analysts (were) dinging (Oracle) for glossing over" how hard it would be to switch products, adding " the migration can be messy, and they're calling us on it."

• Oracle pushed industry analysts to advise PeopleSoft customers against buying its products. "See how influencable (analysts) are when we give them a little love!" O'Neill wrote.

• Oracle aggressively targeted PeopleSoft customers either to convince them to delay buying or upgrading PeopleSoft software or to lure them to Oracle products. An e-mail from Oracle sales executive Max Hill to Chief Financial Officer Jeff Henley said, "The acquisition issue has helped our cause" to grab a $2.5 million account from PeopleSoft.

In another e-mail, O'Neill chastised an analyst for using the term "hostile takeover:" "It is not hostile to try to go after your competitor's customers."