To: SemiBull who wrote (1244 ) 7/14/2003 7:09:36 PM From: SemiBull Respond to of 1274 PeopleSoft Bid for J.D. Edwards Approved Monday July 14, 6:29 pm ET By Michael Liedtke, AP Business Writer PeopleSoft Bid for J.D. Edwards Approved; May Escape Hostile Takeover by Oracle SAN FRANCISCO (AP) -- Business software maker PeopleSoft Inc. said Monday that federal antitrust regulators have approved its proposed $1.75 billion acquisition of rival J.D. Edwards Inc., bolstering its efforts to escape a hostile $6.3 billion takeover bid by Oracle Corp. ADVERTISEMENT With the U.S. Department of Justice standing aside, the path is clear for Pleasanton-based PeopleSoft to complete its cash-and-stock purchase of Denver-based J.D. Edwards on Thursday. PeopleSoft CEO Craig Conway, who has angrily opposed Oracle's unsolicited advances, hailed Monday's news as "a very important milestone." Meanwhile, Oracle's pursuit of PeopleSoft has been blocked by antitrust regulators, who two weeks ago demanded more information about how that combination will affect the $20 billion market for business applications software. Redwood Shores-based Oracle has previously said it would consider buying both PeopleSoft and J.D. Edwards and company officials renewed that possibility Monday by extending Oracle's $19.50-per-share bid through Aug. 15. Oracle said about 43.78 million PeopleSoft shares had been tendered through last week, representing about 14 percent of PeopleSoft's outstanding stock. "We remain fully committed to acquiring PeopleSoft, with or without J.D. Edwards," Oracle spokesman Jim Finn said. Trying to buy both PeopleSoft and J.D. Edwards threatens to raise even more antitrust hurdles for Oracle because that deal would combine the second-, third- and fourth-largest makers of business applications software. But the combined company would still be smaller than the market leader, Germany-based SAP. Investors apparently haven't given up hope for an Oracle takeover. PeopleSoft's shares gained 16 cents to close at $18 on the Nasdaq Stock Market. Oracle's shares fell 20 cents to close at $12.64 on the Nasdaq and J.D. Edwards' shares added 23 cents to close at $14.77. "There is no question that this makes life more difficult for Oracle, but the obstacles aren't insurmountable," said high-tech investment banker Ken Marlin, who has been closely following Oracle's PeopleSoft bid. Marlin estimated that if investors didn't think Oracle still had a shot at buying PeopleSoft, the company's stock would be trading in the $15 range. PeopleSoft's shares stood at $15.11 before Oracle launched its hostile bid in early June. Buying a combined PeopleSoft-J.D. Edwards would cost Oracle $7.3 billion in cash, based on a recent analysis by U.S. Bancorp Piper Jaffray analysts Tad Piper. For that price, Oracle would be getting a larger company with about $500 million less cash because of the money PeopleSoft is spending on J.D. Edwards. Oracle has the clout to pay more, with cash of $6.5 billion on hand as of May 31 and a $5 billion credit line. By keeping its bid alive, Oracle may be keeping its options open should PeopleSoft run into trouble digesting J.D. Edwards, said analyst David Hilal of Friedman, Billings, Ramsey & Co. "Oracle doesn't want to walk away from this deal, but just kind of back away slowly so they can keep their toes in the water, just in case," Hilal said. If Oracle doesn't devour PeopleSoft, the company's chairman Larry Ellison has made it clear that he will be prowling for other takeover targets in the depressed technology industry. The Department of Justice's recent decision to scrutinize Oracle's proposed PeopleSoft takeover convinced some analysts that regulators would demand a closer look at PeopleSoft's combination with J.D. Edwards, too. While raising antitrust concerns about an Oracle takeover, PeopleSoft management insisted that its purchase of J.D. Edwards wouldn't hurt the market, partly because the companies cater to different types of customers. PeopleSoft primarily sells its software to large businesses involved in service industries and J.D. Edwards concentrates on medium-sized manufacturers. "I thought (regulators) would want some more time to look at all the pieces of the market," said Nate Eimer, a Chicago attorney specializing in antitrust issues. "They may have concluded that J.D. Edwards had to be taken over by somebody anyway. "Now, the DOJ ay have to decide whether it is ready to allow a duopoly in this market. This ups the ante." On The Net:peoplesoft.com jdedwards.com oracle.com