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September 9, 2004
Dear PeopleSoft Customer,
You may have heard today that the United States District Court has rules that Oracle's proposed acquisition of PeopleSoft
does not violate U.S. antitrust laws. While this ruling will receive extensive press coverage, it is really only another
chapter in this ongoing saga. I would like to take this opportunity to share my thoughts on what this ruling means for PeopleSoft,
and what it doesn't mean, and what you can expect in the weeks and months ahead.
Most importantly, today's ruling does not mean that Oracle will acquire PeopleSoft.
Our Board of Directors has said from the outset that the proposed acquisition faced tough antitrust scrutiny. The Board's
antitrust concerns proved to be well founded as the U.S. Department of Justice (DOJ) and eleven states filed a lawsuit to
prevent the proposed acquisition, and the European Commission (EC) issued a formal Statement of Objection. Also, in recommending
that stockholders reject each of Oracle's four offers, PeopleSoft's Board of Directors concluded that the offers were inadequate
and did not reflect PeopleSoft's real value.
Despite today's ruling significant issues remain:
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The DOJ has up to 60 days to file an appeal. If it does so, the appeals court can affirm the lower court's ruling, reverse
it, or send the case back for additional proceedings.
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The EC review continues under European antitrust law.
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The tender offer cannot be completed unless PeopleSoft's shareholders rights plan ("poison pill") is eliminated. As it has
all along, the Board will continue to exercise its fiduciary responsibility in determining what is in the best interest of
our stockholders.
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Oracle could wage a proxy fight at next year's annual meeting. You may recall that earlier this year Oracle nominated, then
withdrew its nominees and PeopleSoft's existing Board members were re-elected by an overwhelming majority-approximately 95
percent of the vote.
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PeopleSoft's lawsuit against Oracle is scheduled to go to trial on November 1, 2004, in Oakland, California. We believe that
we can prove to a jury that Oracle intentionally engaged in unfair business practices in connection with its offer, including
a deliberate campaign to mislead our customers and prospects, and disrupt our business. We are seeking compensatory damages
of more than $1 billion plus punitive damages from Oracle, as well as an injunction to stop its bid.
I want you to know that our dedication to our customers has never wavered during the past 15 months. In return, your support
of PeopleSoft has been extraordinary. In spite of this saga, PeopleSoft remains focused on doing what we do best-delivering
innovative solutions and the highest levels of customer service in the industry. In fact, we will work even harder for your
business, your confidence, and your trust.
Craig Conway
President and CEO
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