As you may know, Oracle’s unsolicited tender offer expired at midnight, Friday, November 19. Since then, PeopleSoft’s Board of Directors has met to consider the results and to discuss the extensive conversations it and PeopleSoft’s management team have had with a number of stockholders over the past week.

Although Oracle has announced more than 50 percent of PeopleSoft’s outstanding shares were tendered, the Board determined that the results do not change its previous conclusion – that Oracle’s latest offer is inadequate. The Board believes that PeopleSoft is worth substantially more than $24 per share.

The Board is confident that our long-term business plan creates superior value for customers and stockholders, and believes that a majority of our stockholders agree that the offer does not reflect PeopleSoft’s real value. This majority is comprised of stockholders who did not tender their shares, as well as stockholders who tendered but told us they believe PeopleSoft is worth more than $24 per share. It’s also important to note that Oracle has not – and cannot – purchase any of the tendered shares at this time, and that stockholders who tendered their shares can withdraw at any time. We are confident that in the time leading to our 2005 Annual Meeting we will demonstrate PeopleSoft’s superior value to our stockholders.

Here is what Private Capital Management (PCM), one of PeopleSoft’s largest stockholders, has to say:

“PCM has significant concerns as to whether the revised offer fully reflects the value PeopleSoft shareholders may realize over the intermediate term from PeopleSoft’s continued operation as an independent company.

- Schedule 14D-9, filed with the
Securities and Exchange Commission, November 15, 2004

It is important to remember that the tender results do not mean Oracle will be able to acquire PeopleSoft. Oracle cannot purchase the tendered shares unless our Board has removed the PeopleSoft shareholder rights plan. This plan, often called a “poison pill,” is designed to protect share holders by preventing an unsolicited buyer from purchasing a significant percentage of PeopleSoft’s shares without the Board’s approval.

Still, we expect Oracle will try to use the majority tender to support its lawsuit challenging the shareholder rights plan in the Delaware Chancery Court. We believe we have presented a strong case to the Court, with compelling evidence that PeopleSoft’s shareholder rights plan is essential to our efforts to protect and enhance shareholder value.

The Board also believes it is likely that Oracle will commence a proxy contest in an attempt to replace the four members of our seven-person Board who are up for reelection at our 2005 Annual Meeting. We are confident that our stockholders will be supportive of PeopleSoft. Despite the court challenge and the threat of a proxy contest, the Board will continue to act in the best interest of stockholders. It is PeopleSoft’s belief that the best way to do that is to continue to help ensure our customers’ success.

PeopleSoft is a strong and vibrant company thanks to the dedication of our customers. Your ongoing support is invaluable as we continue to focus on the future. We are committed to keeping you informed as events unfold.

Sincerely,

Phil Wilmington
Co-President

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