Oracle Stays The Course

Vendor says it hasn't changed its mind about acquiring PeopleSoft, but adds it won't pay an unreasonable price just to claim victory.
Oracle says it's as determined as ever to complete its unsolicited bid for PeopleSoft Inc., despite a Justice Department investigation that could stretch into the New Year, a European Commission inquiry that could take four months, and defense tactics from PeopleSoft that are complicating the takeover.

"We remain committed to acquiring PeopleSoft," Oracle executive VP Charles Phillips said on Monday in a conference call with reporters and analysts.

Phillips did say, however, that Oracle does have its limits. "We won't pay any unreasonable price just to claim victory," he said, without specifying what an unreasonable price would be. The current offer is $7.5 billion, a substantial increase over the initial $5.1 billion offer Oracle made in early June.

Oracle executive VP Safra Catz said the company anticipated that a PeopleSoft acquisition would take some time because "this is an important merger, a complicated merger, and this is a complex market."

Oracle executives also took the opportunity to raise questions around PeopleSoft's accounting practices with relation to the very touchy "Customer Assurance Program" PeopleSoft initiated after Oracle's bid.

The program, which PeopleSoft revised and spelled out in a recent SEC filing, is designed to protect customers from product obsolescence in the event PeopleSoft is acquired. The plan promises refunds of between two and five times the cost of license fees if PeopleSoft is acquired within two years and the buyer makes certain changes to products and product support within four years. (See "Policy Change At PeopleSoft Angers Suitor Oracle." )

Though PeopleSoft says the Customer Assurance Program is good for customers, Oracle contends the plan could cost as much as $800 million and disregards shareholder value and choice.

Oracle is now questioning revenue that PeopleSoft may have generated as a result of that program. "If any of the contracts say--and we haven't seen the contracts--what the SEC filing says, then we think there may be a significant amount of revenue that shouldn't have been realized," Jeffrey Henley, Oracle's executive VP and CFO, said during Monday's call.

PeopleSoft couldn't be reached Monday afternoon.

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