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PeopleSoft Works to Fend Off Oracle Bid

June 16, 2003
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By MATTHEW FORDAHL

SAN JOSE, Calif. (AP) — Trying to fend off a hostile takeover bid by rival Oracle Corp., business software maker PeopleSoft Inc. on Monday added cash and an accelerated timetable to its offer to acquire J.D. Edwards & Co.

Under the new terms, the J.D. Edwards deal would be valued at $1.75 billion, including $863 million in cash and 52.6 million newly issued PeopleSoft shares. When announced June 2, it was entirely a stock swap initially valued at $1.7 billion.

PeopleSoft also said it expects the deal to close in the third calendar quarter of 2003. Previously, the company expected the deal to close in the third or fourth quarter.

Four days after the PeopleSoft and J.D. Edwards deal was announced, Oracle mounted a $5.1 billion hostile takeover bid for PeopleSoft, in a move PeopleSoft called an attempt to derail the J.D. Edwards merger plan.

On Monday, Oracle stood by its all-cash offer.

“If you consider that PeopleSoft and J.D. Edwards put together the best financing approach when they announced their original merger, this sub-optimal approach can only be a ploy to preserve management’s self-interest,” said Jim Finn, an Oracle spokesman. “This move does not deter Oracle and our offer remains before shareholders.”

But PeopleSoft and J.D. Edwards said the new terms reaffirm their proposed marriage and minimizes customer uncertainty arising from Oracle’s bid.

“The amended definitive agreement allows the companies to capture near-term financial synergies and deliver long-term stockholder value,” said Bob Dutkowsky, CEO of Denver-based J.D. Edwards.

Shares of Pleasanton-based PeopleSoft rose 4 cents, to $16.96, in Monday trading on the Nasdaq Stock Market. Shares of Denver-based J.D. Edwards rose 59 cents, to $13.63. Shares of Redwood Shores-based Oracle rose 14 cents to $13.62.

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