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Top Nav   BG@100 September 9, 2004 Letter
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Spacer BG@100 September 9, 2004 Letter from PeopleSoft Spacer
 

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:

  • 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.
  • The EC review continues under European antitrust law.
  • 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.
  • 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.
  • 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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