Daily News Clips
Office of the Chancellor / Public Affairs
Monday, July 7, 2003
 

Contra Costa Times 7-4-03

Oracle extends deadline for offer
By Ellen Lee

 

Oracle Corp., which is facing renewed pressure to raise its $6.3 billion bid for rival PeopleSoft Inc., pushed back the deadline for investors to decide about its hostile takeover offer.

Oracle said Thursday that it is moving back the deadline by 11 days, from Monday to July 18, for PeopleSoft investors to tender their stock to Oracle for $19.50 per share. Oracle, whose proposal depends on gaining a majority of shareholder support, said that so far shareholders have exchanged about 34.8 million out of 316.6 million shares, or nearly 11 percent.

Oracle could have waited until Monday to lengthen the deadline, but it "extended early as an affirmation of our commitment to the deal," said Jennifer Glass, a spokeswoman for Oracle. She declined to discuss the extension further.

But Pleasanton-based PeopleSoft said the fact that about 11 percent of shares have been turned over to Oracle demonstrates that the majority of stockholders support PeopleSoft's claims.

"The underwhelming response of less than 11 percent to Oracle's tender offer is consistent with the PeopleSoft board's conclusion that Oracle's offer undervalues the company and involves unacceptable risks," said PeopleSoft spokesman Steve Swasey.

PeopleSoft could trigger its "poison pill," or anti-takeover device, as soon as Oracle collects 20 percent of PeopleSoft's stock. Oracle has been trying to get around the poison pill, which could make it exorbitantly expensive for Oracle to take control of PeopleSoft, by suing in Delaware Chancery Court to void PeopleSoft's poison pill.

Still, it appears that Redwood City-based Oracle needs to gain substantially more shareholder support before PeopleSoft's board will feel compelled to put the poison pill into action, said Martin Zohn, a partner at the law firm Proskauer Rose.

"Some shareholders will tender whether it's wise or not," he said. "It's almost as though some shareholders will send back the tender just the way they'd send back a Reader's Digest 'You've won a million dollars' card."

The extension, though expected, capped a week of delays for Oracle's proposed acquisition. The Justice Department's decision to launch a comprehensive investigation into the deal and a postponement of a key court hearing this week meant that most shareholders probably would not have turned over their stock by the original deadline until some of the issues were resolved.

The extension also came a day after PeopleSoft stunned stock analysts and investors by reporting that it will exceed revenue and earnings estimates for the most recent quarter. Most had expected the storm clouds cast by Oracle's hostile takeover attempt to drown out potential sales.

Now some analysts say that PeopleSoft's quarterly results could force Oracle, which is vying to compete against such software behemoths as Microsoft and Germany's SAP, to increase its purchase price once again. Oracle already boosted its initial offer two weeks ago from $16 per share to $19.50 per share, but analysts have repeatedly said that the offer needs to go up to the $20-range before it will lure most shareholders.

"We believe that the surprisingly good results are likely to force Oracle to have to raise its bid if they are truly serious about acquiring PeopleSoft," said Neil Herman, an analyst at Lehman Brothers, in a research note Thursday.

Tad Piper with U.S. Bancorp Piper Jaffray agreed. "Oracle may have to increase its bid to consummate a deal," he said.

But other analysts doubted that Oracle would be willing to sweeten its offer again since PeopleSoft has been vocal about rejecting Oracle's overtures.

"I don't know if (PeopleSoft's quarterly results) guarantees that Oracle will increase its bid," said Brendan Barnicle, a senior research analyst at Pacific Crest Securities. He added, however, that Oracle will have to reconsider its offer since it is becoming more and more likely that PeopleSoft will complete its merger with J.D. Edwards before Oracle can close its deal with PeopleSoft.

The acquisition could also cost more after PeopleSoft began offering special rebates to customers, guaranteeing two to five times the fees in the event that Oracle succeeds in its takeover and discontinues PeopleSoft's products. The program could cost some $354 million, according to a Securities and Exchange Commission filing made Thursday. Oracle, which would have to foot the bill, maintains that it will continue to support PeopleSoft's software.

Despite such setbacks, Alan Pelz-Sharpe, an analyst with Ovum, a research and consulting firm, said Oracle still sits in the driver's seat.

"Oracle is not in a huge rush," he said. "If Oracle wants to compete with SAP, they're going to have to acquire to grow to take on SAP. The strategic reasons for Oracle remain. There's no reason for Oracle to change its course."