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Oracle Won't Predict PeopleSoft Acquisition

Antitrust Win Was Just First of Hurdles

By David A. Vise
Washington Post Staff Writer
Wednesday, September 15, 2004; Page E05

Oracle Corp. may have won a major antitrust fight with the Justice Department last week over its proposed acquisition of PeopleSoft Inc., but that doesn't mean the company is on the verge of closing the deal.

Yesterday, Oracle Co-President Safra A. Catz cautioned Wall Street analysts that a litany of legal and regulatory hurdles make it impossible to predict the timing of a possible takeover of PeopleSoft, which specializes in business software that automates payroll and personnel processing. In addition, PeopleSoft chief executive Craig A. Conway has told his employees that the company intends to continue vigorously opposing a takeover by Oracle.


Oracle has the will and the means to buy PeopleSoft, but the takeover faces so many obstacles that executives refuse to say when it might happen. (Paul Sakuma -- AP)

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_____Oracle Corp._____
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_____Background_____
Judge Clears Oracle's Bid For Rival (The Washington Post, Sep 10, 2004)
Acquisitions Essential, Oracle CEO Asserts (The Washington Post, Jul 1, 2004)
Oracle Bid Worried PeopleSoft Rivals (The Washington Post, Jun 25, 2004)
Oracle Bid on PeopleSoft Goes to Trial (The Washington Post, Jun 5, 2004)
_____Filter: Cynthia L. Webb_____
Oracle's Wish Comes True Now that a judge has ruled against the federal government's effort to thwart Oracle's hostile bid for PeopleSoft over antitrust concerns, the tech sector could see a rash of acquisition attempts.
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_____PeopleSoft Inc_____
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_____Local Tech News_____
E.U. Regulators Say Microsoft Had Agreed to Sanctions (The Washington Post, Oct 1, 2004)
Johnson Will Retire Nov. 1 As CACI's No. 2 Executive (The Washington Post, Oct 1, 2004)
After the Big Drop (The Washington Post, Oct 1, 2004)
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Oracle struck a careful and measured tone yesterday during a quarterly earnings conference call. The company's colorful chief executive, the normally voluble billionaire Lawrence J. Ellison, was noticeably absent from the call.

Oracle executives stressed that the company would not overpay for PeopleSoft, and said it remains focused on improving its own results. The company's quarterly earnings beat Wall Street estimates by a penny per share, and executives noted that it was the seventh straight quarter of double-digit growth in earnings for the giant computer software provider.

Oracle currently is offering $21 a share, or $7.7 billion, for PeopleSoft, though analysts have said it would likely take a bid in the range of $25 a share to win control. Wall Street analysts asked a number of questions yesterday about the long-running hostile takeover bid for PeopleSoft, which Catz ultimately addressed.

"We can't close at this time," Catz said, "because we have not received clearance from the European Commission. In addition, the PeopleSoft board has a poison pill which would make the transaction prohibitively expensive for us, and we are starting a suit in Delaware Chancery Court to have that poison pill removed. At this point, we continue to have a waiting period. There isn't anything imminent as far as our ability to close because of those blocks at this time."

Last week, U.S. District Judge Vaughn R. Walker in San Francisco concluded that the market for business software involves numerous players and is highly competitive, rejecting arguments made by the Justice Department that Oracle's proposed acquisition of PeopleSoft would reduce the field of contenders so much that companies would lack the incentive to compete on price or to innovate. Meanwhile, PeopleSoft's lawsuit accusing Oracle of using the takeover bid as a ploy to intentionally harm its business is slated to go to trial this fall in California.

In its fiscal first quarter ended Aug. 31, Oracle's net income increased 16 percent, to $509 million (10 cents a share) from $440 million (8 cents) in the same period last year. Sales grew 7 percent, to $2.2 billion from $2.1 billion.


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