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People power saves PeopleSoft
Oracle should start looking elsewhere now that PeopleSoft has completed its deal for J.D. Edwards
July 18, 2003: 4:54 PM EDT
By Paul R. La Monica, CNN/Money Senior Writer

NEW YORK (CNN/Money) - It looks like the jig is up for Larry Ellison and Oracle.

PeopleSoft, which has continually rebuffed Oracle's hostile efforts to buy it, announced Friday that its friendly deal for fellow enterprise software firm J.D. Edwards was complete.

Although Oracle spokesman Jim Finn said that Oracle was still interested in buying PeopleSoft, even with J.D. Edwards, analysts said it seems highly unlikely that it will be able to pull off a deal. Shares of Oracle (ORCL: Research, Estimates), PeopleSoft (PSFT: Research, Estimates), and J.D. Edwards (JDEC: Research, Estimates) were all trading slightly lower Friday afternoon.

'Almost the final straw'

Oracle has extended its $6.3 billion all cash offer to PeopleSoft shareholders until Aug. 15. Analysts said Oracle would again need to raise its bid, currently at $19.50 a share, to convince PeopleSoft's board to sit down and discuss a friendly deal.

But even if Oracle doesn't raise its offer, the price tag for PeopleSoft will climb since PeopleSoft will be issuing nearly 53 million shares to J.D. Edwards stockholders. So including J.D. Edwards, the cost for a deal would be about $7.3 billion.

Oracle also is still facing a regulatory review by the Department of Justice of its offer for PeopleSoft. If Oracle is still intent on buying PeopleSoft, odds are that a review will be even more lengthy because the DOJ will have to factor in the addition of J.D. Edwards.

In addition, Oracle is hoping to force PeopleSoft to remove its so-called poison pill, a takeover defense mechanism that would allow PeopleSoft to issue more shares at a discounted price, making an acquisition by Oracle even more expensive. A hearing in a Delaware court originally scheduled for this month has been delayed.

If Oracle is not victorious, its last hope is to try and elect its own slate of PeopleSoft board members at PeopleSoft's next annual meeting ... in June 2004. But only four of the company's eight board members will be up for election, so even if successful, Oracle wouldn't have a majority.

"Everything has gone against Oracle. This is almost the final straw," said David Hilal, an analyst with Friedman Billings Ramsey.

It doesn't help Oracle that PeopleSoft reported relatively strong second-quarter results Thursday and raised its guidance for the third quarter. It appears that initial concerns about PeopleSoft customers shying away from making purchases, due to the uncertainty the Oracle bid created, turned out to be incorrect.

"People power saves PeopleSoft. Customer loyalty is such a powerful force and it was underestimated," said Richard Williams, strategist for Summit Analytic Partners, an independent research firm that focuses on software.

Oracle has maintained that if it buys PeopleSoft it would end the development of PeopleSoft products and try and switch PeopleSoft customers to Oracle's own suite of application software products, which help manage customers, suppliers and human resources.

Time for a new shopping list

At this point, analysts said that Oracle would be better off walking away from the PeopleSoft deal and setting its sights on someone else.

Siebel Systems (SEBL: Research, Estimates), another competitor in enterprise software, has been mentioned often in software consolidation rumors. The company, which issued an earnings warning for the second quarter, seems ripe for a takeover. However, Siebel, like PeopleSoft, is run by a former Oracle executive. Siebel Systems founder Tom Siebel left Oracle in 1990.

Considering the public griping between PeopleSoft CEO Craig Conway and Ellison during this takeover battle, it seems hard to imagine Ellison being able to pull off a friendly merger with another former employee. And if the PeopleSoft situation has taught Wall Street anything, it's that a friendly deal is probably key. "Hostile takeovers do not work in software," said Williams.

Hilal said that another company Oracle could go after is BEA Systems (BEAS: Research, Estimates), another struggling company whose name has ridden the merger rumor merry-go-round as of late. BEA develops infrastructure software that helps companies manage e-commerce capabilities. Hilal said that BEA might be too pricey, though. BEA has a market value of $5 billion.

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Eric Upin, an analyst with Wells Fargo Securities, said that Oracle also mentioned supply chain management software for retailers as another area where it is looking. With that in mind, companies such as Retek (RETK: Research, Estimates), Manhattan Associates (MANH: Research, Estimates), and Manugistics (MANU: Research, Estimates) could be targets. In addition, all three companies have market values of less than $1 billion, making them attractive.

It seems certain, however, that Oracle will need to do something. Oracle is facing tough competition from IBM (IBM: Research, Estimates) and Microsoft (MSFT: Research, Estimates) in its core database business, and SAP AG (SAP: Research, Estimates) is still the undisputed leader on the applications software side.

"Software is ripe for consolidation and Oracle sees the competitive advantages of bulking up," said Bill Batcheller, portfolio manager for National City Investment Management, which owns shares of Oracle and PeopleSoft. "Oracle can't continue to be marginalized."

Analysts quoted in this story do not own shares of the companies mentioned and their firms have no investment banking relationships with them.  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.