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PeopleSoft sweetens JD Edwards bid
Company adds a cash portion to its offer; still fighting Oracle's hostile takeover bid.
June 16, 2003: 8:28 PM EDT

NEW YORK (Reuters) - PeopleSoft Inc., which on Monday sweetened its offer to acquire rival J.D. Edwards & Co., has also apparently amended the merger agreement to eliminate the required vote of PeopleSoft shareholders.

The software maker upped the ante to acquire J.D. Edwards after rival Oracle made a surprise move to acquire PeopleSoft.

Oracle, which announced a hostile $5.1 billion cash bid for PeopleSoft on June 6, said it stands by its offer.

"PeopleSoft is doing everything it can to prevent its shareholders from voting," Oracle CEO Larry Ellison said in a statement late Monday. " If PeopleSoft's Board is so convinced that the J.D. Edwards acquisition is a great deal, why won't it let their shareholders vote on it?"

PeopleSoft, which makes business software, originally agreed to purchase J.D. Edwards on June 2. On Monday it said it will offer $14.33 for each Edwards share for a total of about $1.75 billion. The original offer valued J.D. Edwards at $1.7 billion, or $14.10 a share, based on May 30 prices.

The revised PeopleSoft offer includes $863 million cash and 52.6 million PeopleSoft shares and is based on 122.4 million outstanding J.D. Edwards shares. J.D. Edwards stockholders will have the right to get either cash or PeopleSoft common stock.

Last week, PeopleSoft formally rejected Oracle's bid. In addition, PeopleSoft and J.D. Edwards filed separate lawsuits against Oracle in an attempt to block Oracle from taking its all-cash offer to PeopleSoft shareholders.

The battle appears to be far from over, however. Oracle and PeopleSoft both took out newspaper ads on Monday criticizing the other. And Oracle issued a caustic press release Monday following PeopleSoft's announcement that it was increasing its offer for J.D. Edwards.

"If you consider that PeopleSoft and J.D. Edwards put together the best financing approach when they announced their original merger, this sub-optimal approach can only be a ploy to preserve management's self-interest," said Oracle spokesman Jim Finn in a written statement. Finn added that Oracle's offer to PeopleSoft shareholders still stands.

PeopleSoft (PSFT: Research, Estimates) stock fell about 1 percent Monday afternoon to $16.74. The stock now is trading just 4.7 percent above Oracle's $16 a share offering price.

J.D. Edwards (JDEC: Research, Estimates) gained 4 percent to $13.55 while Oracle (ORCL: Research, Estimates) edged up to $13.55.  Top of page




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