Oracle Corp. yesterday raised its hostile takeover bid for PeopleSoft Inc. to $8.8 billion, or $24 a share, increasing the pressure on the target company's board of directors to enter into negotiations that would enable the software giant to swallow its smaller rival.
With antitrust regulators for the European Union blessing the deal last week, Oracle said it was putting forward its "best and final offer" for PeopleSoft, in a long-running takeover battle that began in the summer of 2003. PeopleSoft responded with a statement asking its stockholders to refrain from tendering their shares to Oracle until after its board of directors has a chance to meet and review the latest offer.
The prospects for a takeover increased recently, analysts said, after PeopleSoft fired Craig A. Conway as chief executive. Conway, a former Oracle executive, had led an emotionally-charged campaign to defeat Oracle's bid, vowing never again to work for that company and its founder, billionaire Lawrence J. Ellison.
"Our best and final offer is $24 per share, which we believe represents a substantial premium to the price at which those shares would trade were it not for Oracle's offer," said Jeffrey O. Henley, Oracle's chairman, in a statement. "We will withdraw our offer unless a majority of PeopleSoft shares are tendered into our offer by Nov. 19, 2004."
Yesterday, in response to Oracle raising its bid from $21 a share, PeopleSoft stock rose about 10 percent, to $22.93, up $2.16. Oracle has changed the price of its offer for PeopleSoft numerous times during the takeover fight, and its top officials, including founder Ellison, recently said during related court proceedings in Delaware that Oracle might lower its offer for PeopleSoft because the company's business prospects had diminished.
In its new bid, Oracle called on PeopleSoft's board of directors to rescind various anti-takeover measures that would make a hostile acquisition prohibitively expensive. Oracle said it would reiterate its request to the Delaware Chancery Court to throw out the measures if PeopleSoft's board refused to do so itself.
PeopleSoft, which specializes in software that automates payroll and personnel functions, noted in a statement that its board previously had voted to reject four Oracle offers, most recently when Oracle cut its bid from $26 to $21. The board also received opinions from two major Wall Street firms that the previously submitted $21 and $26 offers were too low.
Meanwhile, PeopleSoft is continuing to pursue a $1 billion lawsuit against Oracle for unfair business practices, including misleading its customers during a takeover battle that has harmed its business. That case is scheduled to go to trial in Oakland, Calif., in January.
David Yockelson, a senior vice president with the independent research firm Meta Group, said it appears the prospects for a successful takeover have improved due to Conway's ouster. However, he said PeopleSoft's board is likely to reject the latest offer from Oracle as insufficient and seek a higher price in exchange for agreeing to drop its anti-takeover defenses and entering into a friendly merger agreement.
Yockelson said the ongoing takeover fight leaves PeopleSoft customers in limbo since they do not know whether the software they have been using will be upgraded in the future: "The customers are not happy with what has been going on. It is not about customers. It is about shareholders."