PeopleSoft Board of Directors Rejects Oracle's Unsolicited Offer

June 1, 2003
PLEASANTON, Calif.--(BUSINESS WIRE)--PeopleSoft, Inc. (Nasdaq:PSFT) announced that its Board of Directors voted unanimously to recommend that stockholders

PLEASANTON, Calif.--(BUSINESS WIRE)--PeopleSoft, Inc. (Nasdaq:PSFT) announced that its Board of Directors voted unanimously to recommend that stockholders reject Oracle Corporation's (Nasdaq:ORCL) unsolicited offer to purchase all of the outstanding shares of PeopleSoft for $16 per share in cash. The Board concluded that the offer would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that approval would not be granted. The Board believes that the delays and uncertainties created by Oracle's offer, coupled with Oracle's stated intent to discontinue PeopleSoft's market-leading products, represent a substantial threat to stockholder value. The unsolicited and hostile nature of the offer, combined with Oracle's statements, is designed to disrupt the Company's strong momentum at significant cost to PeopleSoft's customers. As a result, after careful consideration the Board, including a committee of independent directors, unanimously recommends that PeopleSoft stockholders reject the offer and not tender their shares to Oracle.

In making its unanimous recommendation, the Board considered, among other things that:

-- Oracle's offer raises significant antitrust issues both in the United States and Europe, which would result in a lengthy regulatory approval process and a significant likelihood that the combination would not be approved;

-- A prolonged regulatory approval process, combined with Oracle's public statements that it would discontinue PeopleSoft's products, creates uncertainty for PeopleSoft's customers, hindering the Company's momentum and negatively impacting the Company's financial performance; and

-- The offer dramatically undervalues the Company based on its financial performance, continued market leadership and significant future opportunities.

"Oracle's offer seeks to enrich Oracle at the expense of PeopleSoft's stockholders, customers and employees," said PeopleSoft President and Chief Executive Officer Craig Conway. "We believe that Oracle's proposed acquisition of PeopleSoft would stifle competition and limit customer choice. PeopleSoft remains steadfastly focused on providing our customers with superior products and services, and we will not let Oracle's tactics interfere with our business."

Additionally, the Board reaffirmed its strong commitment to PeopleSoft's acquisition of J.D. Edwards. The PeopleSoft and J.D. Edwards combination will provide enhanced value for stockholders and significantly accelerate PeopleSoft's competitive position through the addition of J.D. Edwards' complementary suite of products and services. The combined company will offer both mid-sized and large enterprise customers access to the broadest suite of integrated enterprise software applications in the industry.

Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as financial advisors, and Gibson, Dunn & Crutcher LLP is acting as legal advisor to PeopleSoft in connection with the Oracle tender offer.

PeopleSoft (Nasdaq:PSFT) is a leading provider of application software for the real-time enterprise. For more information, visit us at