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Oracle and PeopleSoft make last appeals to SEC

Oracle and PeopleSoft have laid out their cases to US securities regulators - only a week before the US government is expected to...

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 Service

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