Oracle Still Pitching at PeopleSoft

November 19 is the deadline for a response to Oracle's ''best and final offer,'' but PeopleSoft's poison pill may still cause problems.
Stephen TaubNovember 3, 2004

Larry Ellison is still determined to buy PeopleSoft Inc. The chief executive officer of Oracle Corp. has made a fourth offer in 17 months to buy the software company, raising his bid to $24 a share from $21.

In a statement, PeopleSoft advised its shareholders to take no action at this time, adding that it will make its recommendation “in due course.” Oracle gave the company until November 19 to respond to its “best and final offer,” which “will not be increased,” according to a letter from Ellison and chairman Jeff Henley, sent to the PeopleSoft board and filed with the Securities and Exchange Commission.

Oracle’s timing is curious, given that a judge in Delaware Chancery Court is still mulling how to rule on the company’s objections to PeopleSoft’s “poison pill” and other anti-takeover tactics. A negotiated settlement is still possible; in fact, at least two directors reportedly testified at the Delaware trial last month that they would consider negotiating with Oracle if the price and other provisions were palatable.

In their letter, Ellison and Henley added that if a majority of PeopleSoft’s shares are tendered by November 19 but the company’s board fails to remove the poison pill, then they will ask the chancery court to take that action, or else they will withdraw Oracle’s offer.

They also seemed to dangle a carrot before PeopleSoft employees and existing customers. Ellison and Henley said they intend to develop and introduce a next generation of PeopleSoft products, “and in connection with that effort we intend to maintain an engineering organization at [PeopleSoft’s] Pleasanton campus.”

As for Ellison’s prospects of acquiring the San Francisco 49ers of the National Football League, that pass fell incomplete. Ellison said at an Oracle investors meeting that team owner John York has “no interest in selling the 49ers,” according to Forbes. Ellison also failed in an earlier bid to buy the National Basketball Association’s Golden State Warriors.

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