Oracle Letter to PeopleSoft Board of Directors
Saturday November 20, 12:54 am ET
REDWOOD SHORES, Calif., Nov. 20 /PRNewswire-FirstCall/ -- ( oracle.com ) -- Oracle Corporation (ORCL) has sent the following letter to the PeopleSoft Board of Directors:
November 19, 2004
Board of Directors
PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588
Members of the Board:
More than 60 percent of PeopleSoft's outstanding shares have been
validly tendered in Oracle's all-cash $24.00 per share offer for
PeopleSoft. We believe it is time to bring this matter to a
close, for the good of PeopleSoft's shareholders, customers, and
employees. We are prepared to complete and pay for the
acquisition of all outstanding shares of PeopleSoft upon
satisfaction of the remaining conditions, which are all in your
control. We are available to meet at your convenience.
We believe the combination of Oracle and PeopleSoft is compelling.
The joint company will have a larger combined customer base,
expanded brand reach, critical mass in more industries, and be
able to provide substantially better global support. Most
important, the combined company will be more competitive against
SAP, Microsoft, and a wave of new outsourcing competitors.
Our best and final all cash offer is $24.00 per share. It is
fully valued, and it is clearly fair. There is no business
execution risk for your shareholders. It represents a substantial
premium to PeopleSoft's true historical trading multiples. There
are no alternative bidders or counter offers. Most important, it
has now been endorsed by a majority of your shareholders.
Given that a majority of PeopleSoft's owners are now prepared to
sell at $24.00 per share, we are requesting the Board immediately
redeem the poison pill and exempt the transaction under Delaware
Section 203. We also request a meeting to finalize a definitive
merger agreement at $24.00 per share with the goal of announcing a
deal prior to market open on Monday, November 22, 2004. We are
separately transmitting a draft agreement to your counsel.
Sincerely,
Jeff Henley Larry Ellison
Chairman of the Board Chief Executive Officer
The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003, as amended and restated on November 3, 2004, and as subsequently amended. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.
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Source: Oracle Corporation |
