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| Office of the Chancellor / Public Affairs |
Tuesday, February 24, 2004
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San Jose Mercury-News 2-24-04 PeopleSoft campaigns against bid |
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PeopleSoft officially launched its campaign Monday to persuade shareholders to reject Oracle's $9.4 billion hostile takeover bid. In a final proxy statement and ballots mailed to investors, the Pleasanton business-software company urged its shareholders to vote against a slate of directors nominated by Oracle. The Redwood Shores software company wants PeopleSoft shareholders to elect its five nominees for PeopleSoft's eight-member board at the Pleasanton company's annual meeting March 25. During the eight-month battle, PeopleSoft's board has repeatedly spurned Oracle's overtures, saying the offer undervalues PeopleSoft and faces significant antitrust hurdles. Oracle, which has raised its bid twice, is seeking control of PeopleSoft's board to increase the bid's chances of success. The proxy battle may be moot if the Justice Department decides to file suit to block the merger for violating antitrust laws, but Oracle has signaled that it may attempt to fight such a decision in court. Although the Justice Department staff has recommended blocking the deal, a final decision from the department is expected March 2. Both sides have started their campaign to win shareholder votes. Last week, Oracle officials met with representatives of Institutional Shareholder Services, an influential research group that advises large investors how to vote on proxy matters. PeopleSoft officials are scheduled to present their case to ISS this week. Earlier this month, Oracle mailed shareholders its proxy materials, detailed filings that outline its case in favor of the bid. On Monday, PeopleSoft Chief Executive and Chairman Craig Conway fired back with his company's final proxy filing, saying Oracle's nominees would not serve shareholders' best interests. ``Oracle is asking you to elect its five hand-picked, paid nominees to PeopleSoft's board of directors, placing control of your company in the hands of Oracle's nominees,'' Conway wrote. ``Those nominees were chosen by the very same people who told you that Oracle's previous $16- and $19.50-a-share offers were full and fair.'' Oracle's latest bid is for $26 a share. Shareholders have until March 12 to tender their shares to Oracle and March 25 to vote on Oracle's slate of directors. If a majority of shares are tendered to Oracle, the company still needs to gain control of PeopleSoft's board to dismantle the company's takeover defenses, such as the poison pill measure. PeopleSoft's stock dropped 60 cents Monday to $21.60. Oracle's stock
dropped 37 cents to $13.34. |
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