Oracle has announced that, as of midnight (US Eastern Standard Time) on Friday 19 November, 228,702,471 shares of PeopleSoft common stock, representing more than 60 per cent of the outstanding shares, had been validly tendered in support of its all-cash $9.2bn offer for PeopleSoft.
The database giant said that it has sent a letter to PeopleSoft's board of directors requesting a meeting to enter into a final merger agreement.
"The owners of PeopleSoft have spoken and have overwhelmingly chosen to sell to Oracle at $24 per share," said Oracle chief executive Larry Ellison. "We are prepared to enter into a definitive merger agreement as early as this weekend."
Jeff Henley, Oracle's chairman, added: "We believe it is time to bring this matter to a close, for the good of PeopleSoft's shareholders, customers and employees.
"We are prepared to complete and pay for the acquisition of all of the outstanding shares of PeopleSoft upon satisfaction of the remaining conditions, which are all in the control of the PeopleSoft board."
Oracle declared its intention to extend its tender offer until 6pm (EST) on 31 December 2004.
The full letter to the PeopleSoft board is reproduced below:
November 19 2004
Board of Directors
4460 Hacienda Drive
Pleasanton, California 94588
Members of the Board:
More than 60 per cent of PeopleSoft's outstanding shares have been validly tendered in Oracle's all-cash $24 per share offer for PeopleSoft.
We believe it is time to bring this matter to a close, for the good of PeopleSoft's shareholders, customers and employees. We are prepared to complete and pay for the acquisition of all outstanding shares of PeopleSoft upon satisfaction of the remaining conditions, which are all in your control. We are available to meet at your convenience.
We believe the combination of Oracle and PeopleSoft is compelling. The joint company will have a larger combined customer base, expanded brand reach, critical mass in more industries, and be able to provide substantially better global support.
Most important, the combined company will be more competitive against SAP, Microsoft and a wave of new outsourcing competitors.
Our best and final all cash offer is $24 per share. It is fully valued, and it is clearly fair. There is no business execution risk for your shareholders. It represents a substantial premium to PeopleSoft's true historical trading multiples. There are no alternative bidders or counter offers.
Most important, it has now been endorsed by a majority of your shareholders. Given that a majority of PeopleSoft's owners are now prepared to sell at $24 per share, we are requesting the Board immediately redeem the poison pill and exempt the transaction under Delaware Section 203.
We also request a meeting to finalise a definitive merger agreement at $24 per share with the goal of announcing a deal prior to market open on Monday November 22 2004. We are separately transmitting a draft agreement to your counsel.
Jeff Henley, chairman
Larry Ellison, chief executive
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