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5/26/2004
02:07 PM
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PeopleSoft Rejects Oracle Bid Again

The software vendor's board unanimously voted against a $7.7 billion offer, saying it doesn't reflect PeopleSoft's real value.

SAN FRANCISCO (AP) -- Business software maker PeopleSoft Inc. rejected its relentless suitor Oracle Corp. for a fourth time Wednesday and announced a settlement of a shareholder suit that objected to an unusual sales program created as a takeover defense.

PeopleSoft's board unanimously voted against Oracle's latest offer of $7.7 billion, or $21 per share after concluding the revised bid "is inadequate and does not reflect PeopleSoft's real value."

The Pleasanton-based company had previously turned down Oracle's earlier per-share offers of $16, 19.50 and $26. Redwood Shores-based Oracle lowered its bid 12 days ago to reflect PeopleSoft's declining market value.

PeopleSoft's shares fell 10 cents to $17.92 during Wednesday's trading on the Nasdaq Stock Market. Oracle shares also fell 10 cents, to $11.40.

Oracle didn't immediately respond to a request for comment.

The nearly year-old takeover tussle has been in a holding pattern while the U.S. Department of Justice prepares for a trial seeking to block the proposed deal for antitrust reasons. The trial is scheduled to begin June 7 in San Francisco.

PeopleSoft cited the antitrust threat as another reason for spurning Oracle.

In another development related to the takeover saga, PeopleSoft disclosed it had settled all the shareholders suits filed against a company program guaranteeing customer refunds up to five times the sales amount if significant product changes are made under a new ownership.

Through March, PeopleSoft had accumulated $2 billion in potential liabilities under the refund program--a financial burden that some shareholders feared would diminish the company's takeover value for years to come.

Under the terms of the settlement, PeopleSoft agreed to revise the program after June 30 so the refunds would become available after an Oracle takeover. PeopleSoft hasn't yet determined whether it will extend the refund program beyond June.

PeopleSoft hailed the settlement as an endorsement of a tactic that Oracle has derided as an egregious attempt to protect the company's management at the expense of shareholders.

The settlement also dictates that only PeopleSoft's directors with no ties to management can trigger another takeover defense known as a "poison pill" during the next two years.

A Delaware court still must approve the settlement.

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