PeopleSoft Announces Plan to Acquire J.D. Edwards

PLEASANTON, CALIF. AND DENVER, COLO., Monday, June 02, 2003 -- PeopleSoft, Inc. (NASDAQ: PSFT) and J.D. Edwards & Company (NASDAQ: JDEC) today announced a definitive agreement for PeopleSoft to acquire J.D. Edwards, creating the world's second largest enterprise applications software company.

Under the terms of the agreement, stockholders will receive 0.860 PeopleSoft common shares for each outstanding J.D. Edwards common share. Based on the closing price of PeopleSoft stock on May 30, 2003 and J.D. Edwards' shares outstanding, the transaction is valued at approximately $1.7 billion. The transaction is expected to be accretive to PeopleSoft's FY 2004 earnings on an adjusted basis excluding amortization associated with acquired intangibles, the write-down of deferred revenue and other purchase accounting adjustments.

Combined, the companies have approximately $2.8 billion in annual revenues, 13,000 employees and more than 11,000 customers in 150 countries. With this acquisition, PeopleSoft will expand its presence in more than 20 industries including a broad range of services, manufacturing, distribution and asset-intensive industries.

"The combination of J.D. Edwards and PeopleSoft is a winning one for customers. Both mid-sized and large enterprise customers will have access to the broadest suite of integrated enterprise software applications in the world," said PeopleSoft President and CEO Craig Conway. "We are excited and confident about what this acquisition will mean for our customers and the enterprise software industry."

"The employees of both companies share a cultural passion for serving the customer," said J.D. Edwards Chairman, President and CEO Bob Dutkowsky. "Additionally, with PeopleSoft's strength in the large enterprise space and services industries, combined with J.D. Edwards' position as an acknowledged leader in the mid-market and manufacturing, we will be able to serve the entire enterprise software market in a way that no other vendor can. The integration of the two companies is a giant leap forward in fulfilling J.D. Edwards' goal to Make Customers Stronger."

Under the agreement, J.D. Edwards will become a wholly owned subsidiary of PeopleSoft, and J.D. Edwards stockholders will own approximately 25 percent of the outstanding capital stock of the combined company. The agreement has been unanimously approved by both boards of directors. The directors and executive officers owning shares of their respective companies have agreed to vote their shares in favor of the transaction.

The transaction is anticipated to close in the late third or early fourth calendar quarter and is expected to be tax-free to stockholders of both companies. In addition, the transaction is subject to regulatory review, approval by the respective companies' stockholders and certain other customary conditions. Citigroup Global Markets acted as financial advisor to PeopleSoft and Morgan Stanley acted as financial advisor to J.D. Edwards.

Investment Community and Media Event Information PeopleSoft and J.D. Edwards will host a joint conference call today, June 2, 2003, at 5:30 a.m. PDT/8:30 a.m. EDT to discuss the acquisition. A live audio-only web cast of the call will be made available in the Investor Relations section of both companies' web sites at www.peoplesoft.com and www.jdedwards.com. A rebroadcast of the web cast will be made available for seven days following the call and will be accessible on both companies' web sites. Interested parties may also participate by calling 888-370-7057, passcode: PeopleSoft.

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