Oracle plots PeopleSoft board takeover

PeopleSoft likes board just the way it is

Oracle has put forth a list of four directors it will try and have nominated to PeopleSoft's board, as part of its ongoing bid to acquire the software maker.

With a majority of PeopleSoft investors tendering their shares to Oracle in favor of the acquisition, Oracle is now looking to put even more pressure on its target. The ultimate goal of getting the pro-Oracle directors on PeopleSoft's board would be to remove an anti-takeover poison pill provision that would significantly raise the acquisition amount Oracle would have to pay for PeopleSoft. Oracle has said it will not go forth with the takeover with the poison pill in place.

"We have notified the PeopleSoft board of our intention to run an alternative slate of directors at the 2005 annual meeting," said Jeff Henley, chairman at Oracle. "We believe that the current board of PeopleSoft is not acting in the best interests of stockholders and that a large majority of those stockholders are in favor of a change."

The four directors proposed by Oracle are Duke Bristow, a director at Arena Pharmaceuticals Inc. and Landec Corp.; Roger Noall, director of Alleghany Corp.; Laurence Paul, director of Ampco-Pittsburgh Corp. and Biovail Corp. and Artur Raviv, a finance professor at Northwestern University.

Not surprisingly, PeopleSoft was unmoved by Oracle's tactics.

"Based on the numerous conversations we have had with the Company's largest stockholders, our Board is convinced that a majority of our stockholders agree with us that Oracle's $24 offer substantially undervalues PeopleSoft," the company said. "We believe that Oracle has nominated this slate to allow Oracle to purchase PeopleSoft for an inadequate price that does not reflect the Company's real value." ®

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