| November 10, 2004
It’s been great to reconnect with so many customers since my return to PeopleSoft last month. I want to personally thank you
for your letters, your phone calls, and your emails, offering your continuing support of PeopleSoft. I can’t begin to tell
you how much energy we get from your confidence in PeopleSoft, our products and our people.
I want to take this opportunity to update you on an announcement our Board made this afternoon regarding Oracle’s unsolicited
tender offer. The PeopleSoft Board of Directors announced that it has unanimously rejected Oracle’s latest unsolicited offer
and is urging stockholders not to tender their shares. The board concluded that Oracle’s offer is inadequate and does not
reflect PeopleSoft’s real value.
The board concluded that PeopleSoft is worth substantially more than Oracle’s latest offer. We are a vibrant, strong company
with a focused, motivated management team and employee base dedicated to executing on our plan. PeopleSoft will continue to
deliver shareholder value by extending our current product leadership, building new products, entering new markets, and continuing
to deliver the very best customer service in the industry.
Today’s press release, which can be found on www.peoplesoft.com, offers more detail on why the board determined that the offer
substantially undervalues PeopleSoft.
This afternoon we also announced information regarding our 2005 plan which reflects solid growth in our core ERP business,
including areas such as Human Capital Management and Demand-Driven Manufacturing, and from adjacent applications including
analytics and Customer Relationship Management. PeopleSoft is also uniquely positioned to exploit additional opportunities
in emerging markets such as on-demand applications and in countries with rapidly growing manufacturing economies. We will
continue to focus on technology innovation leveraging web services and composite applications, and through our partnership
with IBM, will be delivering an industry-leading, standards-based applications and infrastructure platform. You will continue
to benefit from PeopleSoft’s technology innovation and commitment to product leadership and customer service. We believe this
plan positions PeopleSoft for continued growth.
I want you to know that members of the transaction committee contacted Oracle this afternoon to inform them that the board
had determined that the current Oracle offer is inadequate. They reiterated, as members of the board have testified in Delaware,
that they would be willing to discuss an offer made by Oracle at an appropriate price – but $24 sure isn’t it. They told Oracle
that its price must reflect both PeopleSoft’s intrinsic value and the fact that PeopleSoft is materially more valuable now
than it was when Oracle made its inadequate $26 per share offer. Oracle indicated they understood our position and appreciated
the call.
We recognize that stockholders may tender their shares by Oracle’s November 19 deadline for a variety of reasons, including
the limited time available for stockholders to understand the strength of our business as reflected in our financial guidance
for 2005 and our plan to advance PeopleSoft’s leadership in the marketplace. No matter how many shares are tendered, this
does not mean Oracle will acquire PeopleSoft. Instead, Oracle is likely to start a proxy contest for our 2005 Annual Meeting.
The board and management are confident that our stockholders will recognize the value we are creating and will support our
continued efforts to protect their interests.
Our commitment to our customers has never wavered and we remain dedicated to your success. As you know, we take great pride
in our reputation for customer focus and nothing will change the importance we place on this core value.
We will keep you informed of any future developments. I know I speak for everyone at PeopleSoft in thanking you for your ongoing
support.
Sincerely,
Dave Duffield
Chief Executive Officer
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