moved to spark interest in its latest $9.4 billion offer for rival PeopleSoft
by sending a letter to PeopleSoft shareholders asking them to support its revised bid and suggested board candidates.
The letter, signed by Oracle CEO Larry Ellison and CFO and Chairman Jeff Henley, reaffirms the enterprise software maker’s “final” $26 per share bid for applications rival PeopleSoft. The offer represents an 18.8 percent premium over PeopleSoft’s current market value.
Ellison and Henley ask shareholders to take a number of steps: commit their shares in Oracle’s tender offer by March 12; elect five board candidates nominated by Oracle; and approve Oracle’s proposal to increase the PeopleSoft board to nine members at the PeopleSoft stockholder meeting March 25.
“We strongly encourage you to support this transaction which represents superior value for you, is pro-competitive, and will benefit the customers of both companies,” the executives write in the letter.
Ellison and Henley offer reasons why shareholders should accept the Redwood Shores, Calif., concern’s bid — namely its added value and what it claims is the suspect behavior of the PeopleSoft board since Oracle’s initial June 6 offer.
“By rejecting our offer, PeopleSoft’s directors have sought to deny you — the true owners of PeopleSoft — the opportunity to sell your shares to Oracle for a substantial premium in an all-cash offer,” the letter says. “Fortunately, you and your fellow PeopleSoft stockholders ultimately do have control over your investment in PeopleSoft, and you do have the ability to act.”
The letter goes on to rip the “pattern of conduct” by PeopleSoft CEO Craig Conway, whom Oracle has long accused of ignoring stockholder rights and of embarking on an “intense lobbying campaign” to persuade the Department of Justice (DOJ) and European Commission (EC) to block the Oracle takeover. Moreover, the executives claim the PeopleSoft board has ignored requests to meet.
Ellison and Henley ask a series of questions concerning the actions of PeopleSoft executives and directors, including moving up the annual shareholders meeting by two months and refusing to remove the standard poison pill and the “unofficial” poison pill, which came in the form of the customer assurance program.
“Were the board and management acting responsibly on your behalf when they instituted a bizarre and ill-conceived customer poison pill that promises customers a two- to five-times money-back guarantee that you have no authority to redeem or modify? This scheme potentially makes PeopleSoft significantly more expensive to acquire — by anyone, not just Oracle — without any compensation or economic benefit to you.”
PeopleSoft spokesman Steve Swasey dismissed the letter as a continuation of Oracle’s rhetoric, which he said smacks of desperation.
“We see it for what it is — rhetoric — and it is misleading,” Swasey told internetnews.com. “We have reviewed Oracle’s offer 3 times and have continued to reject it because it faces antitrust roadblocks. Our position hasn’t changed.”
The executives conclude by vowing to send proxy materials to elect new directors to remove the PeopleSoft poison pill, as well as revised materials related to the $26 per share offer for PeopleSoft.
In the meantime, the DOJ and EC remain the regulatory roadblocks Oracle faces on the path to acquire PeopleSoft. The DOJ is expected to render a decision by March 12.
The EC’s decision isn’t expected until May 11 because it had “stopped the clock” on investigating Oracle’s bid until Oracle supplied additional information. Oracle has since supplied the information and the EC has resumed its scrutiny.
In related news, Oracle President Chuck Phillips agreed to attend a conference of the largest user group for PeopleSoft customers to address customer concerns.
Phillips will attend Quest, J.D. Edwards Users Group, an organization comprised of 15,000 members of the PeopleSoft World and EnterpriseOne (formerly J.D. Edwards) community, in San Diego on March 1. PeopleSoft declined to attend.