PeopleSoft’s Board of Directors, acting upon the recommendation of a committee of independent directors, has voted unanimously to recommend that PeopleSoft stockholders reject Oracle Corporation’s revised unsolicited offer to purchase all of the shares of PeopleSoft for $19.50 per share in cash. In making its recommendation, the Board reiterated its previously expressed concern that the offer is not in the best interest of the company’s stockholders. The Board concluded that the proposed combination of PeopleSoft and Oracle faces substantial regulatory delays and a significant likelihood that the transaction would be prohibited. Those delays and uncertainties, combined with Oracle’s stated intentions to discontinue PeopleSoft’s products, would ‘subject PeopleSoft’s business to irreparable damage’. The Board concluded that the revised offer undervalues the company based on its financial performance and significant future opportunities including the value created through the acquisition of J.D. Edwards. At the same time, PeopleSoft announced that it is commencing an exchange offer for all of the outstanding shares of common stock of J.D. Edwards & Company. PeopleSoft is offering J.D. Edwards stockholders cash or PeopleSoft common stock, at their election, with a value equal to $7.05 in cash plus the value of 0.43 of a PeopleSoft common share for each share of J.D. Edwards common stock they own.
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