Oracle and PeopleSoft have laid out their cases to US
securities regulators - only a week before the US government is
expected to make an antitrust decision on Oracle's takeover bid,
and a month before a critical shareholders' meeting at
PeopleSoft.
In separate filings submitted to the US Securities and Exchange
Commission, Oracle argued that PeopleSoft's board was not acting on
shareholders' behalf when it repeatedly refused Oracle's takeover
bids, while PeopleSoft claimed that the proposed buyout would erode
its market position.
The arguments submitted to the SEC have already been widely
circulated by the enterprise software suppliers, which have been
locked in a public battle over the proposed buyout since Oracle
made its first bid for PeopleSoft last June.
The timing of the filings is important, however, as the US
Department of Justice is to make a decision on whether the deal
raises antitrust concerns by 2 March. PeopleSoft shareholders are
also due to vote on new company board members on 25 March at
an annual meeting that could result in Oracle nominees coming to
power.
Oracle sent a letter to PeopleSoft shareholders last week,
asking them to vote to expand PeopleSoft's board from eight members
to nine, and to elect five of its nominees.
In the letter, Oracle said that voting for its nominees would
"send a strong message to PeopleSoft that you want a board that
will act in your best interests and let you have the opportunity to
decide whether or not to accept our premium cash offer".
Oracle went on to say that the PeopleSoft board had underserved
its shareholders by refusing to meet with Oracle to discuss its
offer, giving its executives lucrative severance packages and
spending shareholder money on a customer refund offer designed to
thwart Oracle's bid.
PeopleSoft urged its shareholders to reject Oracle's nominees,
warning that "the future of your company and the value of your
investment are at stake".
Furthermore, in its SEC filing, PeopleSoft said that Oracle's
$9.4bn offer significantly undervalues the company, and predicted
that the bid would face regulatory hurdles that would affect its
performance.
Scarlet Pruitt writes for IDG News
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