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6/24/2003
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Ellison Says PeopleSoft Will Change Its Mind

When asked Tuesday whether he might raise his bid again, Ellison said, 'Never say never.'

SAN FRANCISCO (AP)--Oracle Corp. Chairman Larry Ellison on Tuesday predicted rival business software maker PeopleSoft Inc. eventually will embrace his hostile takeover bid, although he didn't rule out the possibility of sweetening the $6.3 billion offer for a second time.

"We think the offer is a good offer and we think the majority of shareholders will want to take it," Ellison said Tuesday in London while speaking to a conference of customers and software developers.

Redwood Shores-based Oracle boosted its unsolicited all-cash bid from $16 per share to $19.50 per share last week under pressure from PeopleSoft shareholders who thought the initial offer was too cheap.

When asked Tuesday whether he might raise the bid again, Ellison responded, "Never say never. (But) we think the offer we have on the table is fully valued and fair."

PeopleSoft's board rejected Oracle's bid for a second time last week, opting to pursue its own $1.75 billion acquisition of another business software maker, Denver-based J.D. Edwards & Co.

To accelerate the J.D. Edwards deal, PeopleSoft last week restructured its offer to add $863 million in cash to what had previously been an all-stock bid. Oracle's offer had been contingent on no changes in PeopleSoft's J.D. Edwards deal, but that condition has been waived so the hostile bid can continue, Oracle said Tuesday.

With the board turning a cold shoulder toward its unwelcome suitor, PeopleSoft's stock has remained below the sweetened bid. PeopleSoft's shares gained 15 cents to $18.00 in Tuesday's early trading on the Nasdaq Stock Market. Oracle's shares rose 17 cents to $12.94 on the Nasdaq.

Oracle's offer is set to expire July 7, although the deadline could be extended.

During Tuesday's interchange with the audience, Ellison reiterated his belief that PeopleSoft's board is more interested in protecting management jobs than enriching shareholders. He denounced PeopleSoft CEO Craig Conway, a board member, for almost immediately spurning the takeover bid.

Just a few hours after Ellison announced his first bid June 6, Conway told The Associated Press, "There is no condition that I can even remotely imagine where PeopleSoft would be sold to Oracle."

Conway has since been more circumspect, describing the Oracle bid as a weaker alternative to PeopleSoft's plans to unite with J.D. Edwards.

Several lawsuits already have been filed by PeopleSoft shareholders alleging the board has breached its fiduciary duty in its handling of the Oracle bid.

Pleasanton-based PeopleSoft formed a special committee consisting of four directors unaffiliated with the company's management to analyze Oracle's offer.

If Oracle devours PeopleSoft, it could create the second-largest maker of applications software that businesses rely upon to run their personnel departments and other behind-the-scenes operations.

By adding PeopleSoft's 5,100 customers to its own suite of business applications, Ellison believes the company will be better positioned to overtake the longtime industry leader, Germany-based SAP.

PeopleSoft maintains the combination will devastate its customers because Oracle intends to stop making and marketing new PeopleSoft products.

That prospect prompted the state of Connecticut to sue to block Oracle's proposed takeover, contending the deal would ruin years of investments in PeopleSoft products. Connecticut is trying to persuade other states, including California and Texas, to join the suit.

"It makes no sense to buy a company to acquire its customers and then do something to upset those customers," Ellison said Tuesday.

To make its point, PeopleSoft has been running full-page newspaper ads filled with quotes from its customers expressing disdain for Oracle's bid.

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