Oracle Lists Candidates For Election To PeopleSoft's Board

Oracle late Friday named five candidates it plans to nominate for election to PeopleSoft Inc.'s board of directors in an ongoing $7.3 billion hostile takeover bid.

The proxy fight scheduled for the upcoming board meeting, for which a date hasn't yet been set, also will include asking shareholders to vote whether PeopleSoft board member Michael Maples, who joined the board from J.D. Edwards, should remain on the board. PeopleSoft acquired J.D. Edwards in July.

"We believe the incumbent PeopleSoft board of directors has consistently refused to consider its stockholders' best interests regarding the Oracle tender offer," says an Oracle spokesperson. "We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer and any other matters before the PeopleSoft board and provide independent representation for the true owners of PeopleSoft, the stockholders."

Oracle said if Maples doesn't stand for re-election it would propose expanding the number of PeopleSoft board seats to nine, up from eight.

Duke K. Bristow, an economist at the University of California, Los Angeles; Richard Clemmer, the former CEO of PurchasePro.com; Roger Noall, former senior executive VP of KeyCorp; Laurence Paul, managing principal of Laurel Crown Capital; and Artur Raviv, a professor of finance at the Kellogg Graduate School of Management at Northwestern University are the candidates Oracle is suggesting.

Oracle will continue its push even as European and U.S. antitrust regulators continue to discuss whether acquiring PeopleSoft violates antitrust laws. The Justice Department and the European Union are deciding whether to block the takeover. They're not expected to render a decision until later this year.

PeopleSoft released a statement on Saturday based on Oracle's action: "We believe that Larry Ellison's attempt to gain control of PeopleSoft's board of directors is solely to advance Oracle's agenda and isn't in the best interests of PeopleSoft's stockholders. We strongly believe that Ellison's hand-picked, paid nominees are biased and would have irreconcilable conflicts of interest if elected to PeopleSoft's board. Each nominee is receiving cash compensation and has signed an agreement with Oracle. We believe their ability to be independent is seriously compromised."

PeopleSoft is scheduled to release fourth-quarter 2003 financial results on Jan. 29 after the close of the stock market.