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Oracle ups PeopleSoft bid
Offer raised to $19.50 a share cash, or $6.3 billion; analysts say it's not enough.
June 18, 2003: 3:54 PM EDT

NEW YORK (CNN/Money) - Oracle Corp. turned up the heat on rival software maker PeopleSoft, raising its hostile bid for the company to $6.3 billion Wednesday.

The new bid of $19.50 a share is about a 14 percent premium over PeopleSoft's Tuesday closing price of $17.15, and 22 percent above Oracle's previous bid of $16 a share, or $5.1 billion, that it made June 6. PeopleSoft formally rejected that offer last week.

"In the last few days, Oracle executives have had the opportunity to speak with the holders of a majority of PeopleSoft shares," said a statement from Oracle Chairman and CEO Larry Ellison. "Many of those shareholders indicated the prices at which they would tender their shares."

PeopleSoft (PSFT: up $0.80 to $17.95, Research, Estimates) surged 5.6 percent to $18.12 Wednesday but is still well below the $19.50 offer price. Shares of Oracle (ORCL: up $0.09 to $13.44, Research, Estimates) were up slightly to $13.43

Oracle may have to up the ante again

PeopleSoft said Wednesday afternoon that its board would meet soon to discuss Oracle's new offer and advised shareholders to take no action. But analysts don't expect PeopleSoft to accept this offer either.

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CNNfn's Allan Chernoff reports on Oracle's hostile bid for PeopleSoft. The company is raising its offering price for PeopleSoft and suing the board of directors.

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David Hilal, an analyst with Friedman Billings Ramsey, said Oracle probably will need to raise its offer to at least $21 a share to convince enough PeopleSoft shareholders to accept the bid. At the current price, Hilal said that less than half of PeopleSoft's shareholders would approve the deal.

Richard Williams, analyst with Summit Analytic Partners, said he wouldn't rule out yet another higher offer made up of both cash and Oracle stock. "If they were to throw stock in, they could go a lot higher," Williams said. "But the all-cash bid makes it more attractive because it's a so much lower risk than a cash-and-stock bid."

Still, Oracle predicted success for the new bid. During a Wednesday conference call with analysts, CFO Jeff Henley reiterated Ellison's assertion that Oracle executives had talked to owners of a majority of PeopleSoft shares and that they supported the deal.

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"Every shareholder we met recognized the sizable synergies involved in this offer," Henley said. "Some said they believe some rationalization of highly fragmented software industry is overdue." Henley said the company still hopes to complete the deal quickly and that it is seeking to meet with the PeopleSoft board.

Both companies make business software. Oracle's main business is database software but it has been trying to increase its share of the more lucrative applications market, selling software that helps businesses deal with customers, suppliers and human resources. PeopleSoft specializes in this area of the software market.

But Oracle already has said that if it succeeds in its purchase, it intends to stop selling PeopleSoft software and try and switch customers to Oracle's products. For that reason, even a higher price may not be enough to persuade PeopleSoft to agree to a deal.

J.D. Edwards deal and poison pill are obstacles

Further complicating matters is the fact that PeopleSoft previously agreed to acquire J.D. Edwards & Co. On Monday, PeopleSoft raised its bid for Edwards to $14.33 a share, or about $1.75 billion, from the $14.10 a share, or $1.7 billion, acquisition agreement it reached June 2.

Hilal said PeopleSoft is trying to complete the Edwards merger quickly, possibly within the next thirty days, and if it is successful that could force Oracle to either buy PeopleSoft and Edwards or simply walk away.

A spokesman for Edwards told CNNfn that the company remains committed to its friendly deal with PeopleSoft. But Henley said Oracle hasn't ruled out proceeding with an Edwards acquisition as well if it is successful in buying PeopleSoft.

"We're focused on our PeopleSoft offer," he told a conference call of analysts Wednesday. "We'll take that first and deal with J.D. Edwards later."

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Finally, even if Oracle is able to persuade a majority of PeopleSoft shareholders to agree to a buyout, PeopleSoft's board likely would thwart the deal by activating its so-called "poison pill", a takeover defense that allows a company to issue more shares to the market, thereby making a deal more expensive to the acquirer.

PeopleSoft can activate the poison pill if a hostile entity acquires more than 20 percent of the company.

For this reason, Oracle also announced Wednesday that it is suing PeopleSoft and Edwards. The suit seeks among other things, to eliminate the PeopleSoft takeover defense and rescind the amended PeopleSoft-Edwards merger agreement.

PeopleSoft and Edwards brought their own lawsuits against Oracle last week in an attempt to block Oracle's hostile bid.  Top of page




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Most stock quote data provided by BATS. Market indices are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer. Morningstar: © 2018 Morningstar, Inc. All Rights Reserved. Factset: FactSet Research Systems Inc. 2018. All rights reserved. Chicago Mercantile Association: Certain market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. Dow Jones: The Dow Jones branded indices are proprietary to and are calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC and CNN. Standard & Poor's and S&P are registered trademarks of Standard & Poor's Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 and/or its affiliates.