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| Office of the Chancellor / Public Affairs |
Monday, January 26, 2004
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Contra Costa Times 1-24-04 Oracle's bid for takeover surges ahead |
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| In a bold maneuver to complete its $7.3 billion hostile takeover of rival PeopleSoft Inc., Oracle Corp. announced late Friday a bid to seize control of PeopleSoft's board of directors. The move reignites this summer's bitter battle between Pleasanton-based software maker PeopleSoft and its nemesis, Oracle, and officially launches what promises to be a dramatic, no-holds-barred Silicon Valley fight of a magnitude that hasn't been seen since Hewlett-Packard's contest to merge with Compaq. Like a presidential election, both PeopleSoft and Oracle now must campaign in the next few months to win over PeopleSoft's shareholders, pitting Oracle's slate of five nominees, a mix of distinguished university professors and venture capitalists, against PeopleSoft's directors. PeopleSoft, which could not be reached for comment late Friday, has not said whether it will re-elect its current members or name replacements. PeopleSoft's shareholders will cast their vote before or during an expected May shareholders meeting. "We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer and any other matters before the PeopleSoft board and provide independent representation for the true owners of PeopleSoft, the stockholders," Oracle spokesman Jim Finn said in a statement. Oracle's nominees include: • Duke K. Bristow, an economist at the UCLA Anderson School of Management and director of the Corporate Governance Program there. • Richard L. Clemmer, president of Venture Capital Tech LLC and former chief executive officer of PurchasePro.com Inc. • Roger Noall, former senior executive vice president and chief administrative officer of KeyCorp. • Laurence E. Paul, managing principal of Laurel Crown Capital LLC. • Artur Raviv, Alan E. Peterson distinguished professor of finance at the Kellogg Graduate School of Management, Northwestern University. Though Oracle made no secret that it planned to wage such a battle, it made a surprise move Friday by nominating five, not four, directors to PeopleSoft's eight-member board. Half of the software maker's board is up for re-election. Oracle argued that PeopleSoft's newest board member, Michael Maples, was never elected by stockholders and therefore should stand for election. Maples, a former executive with another Oracle rival, Microsoft Corp., was added to PeopleSoft's board after it completed its $1.7 billion merger with J.D. Edwards last year. Oracle said that if PeopleSoft refuses to place Maples in the running, it will submit a proposal to amend PeopleSoft's bylaws and expand the board to nine members. "This newly created directorship would be decided by the stockholders at the annual meeting, enabling the PeopleSoft stockholders to elect a majority of the board and determine for themselves who should guide the future of PeopleSoft," Finn said. Oracle had until next week to name its nominees because of an amendment PeopleSoft made to its bylaws a few months ago. But Oracle appeared to already have a battle plan mapped out long ago. At one point last year, Oracle co-president Chuck Phillips hinted that it had already developed its strategy, saying that the software and database maker had a "few things up its sleeve." For the past several months, however, Oracle's hostile takeover bid had been put on hold as U.S. and European antitrust regulators reviewed the deal. Depending on the outcome of the antitrust investigations, expected in late February or early March, the shareholder war could become a nonevent. If the Justice Department decides to block the deal, Oracle will either walk away from the merger or, at the very least, have its hands tied in court. |
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