Oracle Corp. gets control of PeopleSoft

$10.3 billion transaction ends 18-month battle

December 30, 2004|By BLOOMBERG NEWS

REDWOOD CITY, Calif. - Oracle Corp. has taken control of PeopleSoft Inc., ending an 18-month fight and making Oracle the world's No. 2 maker of business-management software.

PeopleSoft shareholders have tendered about 75 percent of the outstanding stock, Oracle said yesterday. Oracle also appointed four people to PeopleSoft's board, giving it a majority.

The $10.3 billion transaction creates a company with more than 22,750 customers and more than 53,800 employees. PeopleSoft clients pay more than $1 billion in maintenance fees, revenue that Oracle chief executive Larry Ellison will use to revive his applications business and to lessen his reliance on database software, which accounts for about 80 percent of sales.

"The deal is a big distraction, and I think they overpaid," said Charles Di Bona, analyst at Sanford C. Bernstein & Co. in New York. Di Bona is ranked as the No. 2 software analyst by Institutional Investor magazine.

"When they first proposed the deal, it was really a deal of elimination," he said. "Now it's a deal of integration that's a lot more complex, a lot more distracting, a lot more costly and time consuming."

The acquisition caps a battle that cost PeopleSoft chief executive Craig Conway his job and took more than $1 billion in sales from PeopleSoft. Oracle's win in a tender offer last month gave the company the momentum it needed to sway PeopleSoft directors, who rejected five previous offers since June 2003, Ellison said this month.

"The combination only works if we satisfy customers with great products and world-class support," Ellison, 60, wrote in a letter to PeopleSoft employees this month.

Oracle shares fell 12 cents to close at $13.72 on the Nasdaq stock market. PeopleSoft gained 8 cents to $26.48.

If at least 90 percent of the outstanding shares of PeopleSoft are tendered by 8 p.m. Jan. 4, Oracle expects to complete what it calls a "second-step" merger shortly afterward.

Oracle will have a plan for combining the operations by Jan. 14. Staff will be cut from both companies, though more PeopleSoft employees will be fired than Oracle workers, Ellison said after announcing the deal Dec. 13.

Two PeopleSoft directors will remain on the board until the combination of the two companies is completed, Oracle said yesterday.

PeopleSoft said in a filing Tuesday that chief executive and founder David Duffield resigned last week.

"We are moving forward quickly with the integration planning process and have been pleased by the level of coordination as we combine the two organizations," Ellison said.

Ellison's victory came after he fought and beat the U.S. Justice Department, which sued to stop the bid, claiming it would reduce competition. Oracle persuaded European Union officials to approve the offer in October and got 61 percent of PeopleSoft holders to tender their shares last month.

SAP AG of Germany controls 39 percent of the $22 billion market for business-software programs that handle tasks such as payroll and human resources. Oracle and PeopleSoft together have 25 percent.

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