Oracle will continue its efforts to acquire rival PeopleSoft in a hostile $6.3bn takeover bid, even though PeopleSoft amended its own merger proposal with JD Edwards.
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Oracle said that under its original offer to buy PeopleSoft, there was a condition that the purchase would be made only if PeopleSoft and JD Edwards did not modify their existing merger plans.
Last week, PeopleSoft and JD Edwards amended their merger plans to speed up the transaction in the face of moves by Oracle to buy PeopleSoft. The amended agreement is valued at approximately $1.75bn in cash and newly issued PeopleSoft stock. The previous agreement was an all-stock deal valued at $1.7bn.
Those changes have forced Oracle to waive its original "no changes" condition so its offer could stay in place.
"Although we have provided this waiver, we continue to view the amended merger agreement as an unlawful device to deprive PeopleSoft shareholders of their right to vote with respect to the JD Edwards merger," Oracle spokesperson Jim Finn said.
"The condition we have now waived was identified by the PeopleSoft board of directors as an important reason in declining to pursue discussions with us. We hope that with this waiver, PeopleSoft will finally agree to meet with us, as their shareholders are demanding."
Steve Swasey, a spokesman for PeopleSoft, said "removing the waiver means nothing."
"Oracle is just blowing smoke again," he added.
Meanwhile, representatives of the Texas and California attorneys general are discussing the possible antitrust implications of Oracle's takeover bid.
Both states are monitoring the developments but has "no plans at this time to intervene".
Last week, Connecticut filed an antitrust lawsuit against Oracle because the state is in the middle of a $100m PeopleSoft project, alleging that a takeover of PeopleSoft would violate state and federal antitrust laws and damage the state by causing "an enormous and expensive upheaval".
State and federal governments are major customers of PeopleSoft software used to manage operations and human resources. Some agencies have voiced fears about any move by Oracle to halt development of new PeopleSoft products.
Oracle made its unsolicited bid for PeopleSoft on 6 June, just four days after PeopleSoft announced its planned merger with JD Edwards. The PeopleSoft-JD Edwards merger would propel the company past Oracle in sales of business applications.
Todd R Weiss writes for Computerworld