The end may be in sight in the ongoing saga of Oracle's
hostile takeover bid for embattled competitor
PeopleSoft.
Oracle has made what it called its "best and final offer" for
PeopleSoft, raising its bid from $21 to $24 per share and paring
down the conditions it is stipulating for the deal. That puts the
value of the new offer at $9.2bn (£5bn).
The enterprise software provider said the offer, which expires
on 19 November, would be its last bid for PeopleSoft.
Following the European Commission's decision not to block the
proposed takeover and the US Department of Justice's failed bid to
do so, Oracle called PeopleSoft's board of directors its only
obstacle to shareholders considering its offer.
"The time has come to bring this matter to a conclusion by
allowing the stockholders to decide," Oracle said in a letter to
PeopleSoft's shareholders.
Oracle said the new bid is a 60% premium on the price of
PeopleSoft's stock prior to its offer.
"We believe it represents a substantial premium to the price at
which those shares would trade were it not for our offer," Oracle
said.
Oracle also said it is dropping many conditions from its offer
but is keeping its demand that PeopleSoft's board eliminate the
company's so-called poison pill provisions.
Oracle intends to work with both its and PeopleSoft's
shareholders to sell them on the benefits of the deal, said chief
financial officer Harry You.
"I think that clearly is going to be the most important activity
here through 19 November," he said.
If less than half of PeopleSoft's outstanding shares remain
untendered by the deadline, Oracle will withdraw its bid. If by
that time Oracle has a majority of the PeopleSoft stock and the
PeopleSoft board redeems the poison pill, then Oracle will proceed
with the merger.
Barring that, said chairman Jeff Henley, Oracle will attempt to
litigate the anti-takeover provision out of existence in a Delaware
court. If the board remains hostile to the offer, then Oracle will
take the case directly to the PeopleSoft shareholders.
Although Oracle in the past has hinted that it would largely
cease active development of the PeopleSoft portfolio, Henley also
discussed plans for a next-generation suite of applications dubbed
"PeopleSoft 9".
He indicated that it would be more than just a "maintenance"
upgrade, and that it would actually contain some "new functionality
and so forth", but the company would not be "actively marketing"
it.
Bruce Richardson, an analyst at consultancy AMR Research
cautioned that this in fact may not be the end of the story.
Both companies are still due in cour, in January for a trial
over PeopleSoft's allegations of Oracle's "unfair business
practices".
Moreover, Oracle may yet make another last best bid should the
PeopleSoft board reject this one as too low.
Richardson also suggested that PeopleSoft 9 would most likely
resemble Oracle's own E-Business Suite 11i.
For its part, PeopleSoft's board issued a statement urging
investors to take no action at this time on the offer, and that
directors intends to meet and review it.
Marc L. Songini writes for Comptuerworld