erpSOURCING Central - Oracle Vs. PeopleSoft: Diary Of A Takeover

altquark writes "NEW YORK - Oracle announced early Saturday morning that more than 60% of PeopleSoft investors had tendered their shares to the company, letting Oracle continue its fight in the takeover battle for PeopleSoft, a battle that has lasted 17 months to date.

Oracle (nasdaq: ORCL - news - people ) had set a deadline of midnight, Nov. 19, for the majority of shareholders to tender their PeopleSoft (nasdaq: PSFT - news - people ) shares. Oracle vowed to drop its $9.2 billion bid if it didn't get the majority. Meanwhile, PeopleSoft officials had said that it would not be bound by the outcome if a majority tendered, describing a majority as a "nonbinding straw poll" and strongly suggesting that it would continue to fight Oracle's bid.

PeopleSoft believes that Oracle's $24 per-share offer undervalues the company. Oracle has said that $24 is its best and final offer.

In a statement, Oracle Chief Executive Larry Ellison said the company "is prepared to enter into a definitive merger agreement as early as this weekend." He continued, "It is time to bring this matter to a close, for the good of PeopleSoft's shareholders, customers and employees."

As of 9 A.M. ET on Nov. 20, PeopleSoft had made no public statement.

While the shareholder tender is a big milestone in Oracle's quest to take over PeopleSoft, it does not seal the deal. PeopleSoft has two anti-takeover measures in place that would make an acquisition significantly more expensive. One involves flooding the market with new shares; another has to do with a customer program where an acquirer would have to refund PeopleSoft's customers' maintenance fees.

Oracle's next battle is convincing PeopleSoft's board of directors to rescind the poison pills. If it is unsuccessful in that endeavor, this battle could drag all the way to a proxy fight in spring 2005.

June 2, 2003
PeopleSoft announces its intention to acquire J.D. Edwards for $1.7 billion in stock.

June 6, 2003
Oracle stuns the world with a hostile offer to buy PeopleSoft for $16 per share in cash, or $5.1 billion.

June 12, 2003
PeopleSoft rejects Oracle's offer; J.D. Edwards and PeopleSoft sue Oracle, claiming interference with their merger.

June 16, 2003
PeopleSoft, seeking to accelerate the J.D. Edwards deal, amends the agreement to pay about half in cash.

June 18, 2003
Oracle raises its PeopleSoft offer to $19.50 per share, or $6.3 billion. PeopleSoft rejects the offer two days later.

June 30, 2003
U.S. Department of Justice begins investigating Oracle's offer.

July 18, 2003
PeopleSoft completes J.D. Edwards acquisition.

Jan. 12, 2004
Larry Ellison splits chairman and CEO roles at Oracle, relinquishes chairman spot to Chief Financial Officer Jeffrey Henley. Safra Catz and Charles Phillips are promoted to co-presidents.

Feb. 4, 2004
Oracle raises bid to $26 per share. PeopleSoft rejects the offer five days later.

Feb. 26, 2004
U.S. Department of Justice sues Oracle to block proposed PeopleSoft takeover.

April 22, 2004
PeopleSoft issues second-quarter guidance well below Wall Street estimates.

May 14, 2004
Oracle lowers bid to $21. PeopleSoft rejects offer 12 days later.

July 7, 2004
PeopleSoft says it will not meet second-quarter guidance and blames shortfall on publicity surrounding Oracle bid.

Sept. 9, 2004
Oracle prevails against Justice Department as big regulatory hurdle is cleared.

Oct. 2, 2004
PeopleSoft CEO Craig Conway is fired, having lost confidence of the board. Founder David Duffield, who stepped down from the job five years earlier, is installed.

Nov. 1, 2004
Oracle raises bid to $24, sets Nov. 19 deadline for tender of a majority of PeopleSoft shares or it will drop bid. PeopleSoft rejects offer nine days later.

Nov. 10, 2004
PeopleSoft provides 2005 guidance that many on Wall Street see as unrealistic and unattainable.

Nov. 19, 2004
A majority of PeopleSoft shares are tendered in favor of the takeover. PeopleSoft invokes its poison pill defense, which Oracle seeks to have voided in court or otherwise.
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