As it has with every previous offer, the PeopleSoft Inc. Board of Directors recommended today that its shareholders reject the latest offer from rival Oracle Corp. to tender their shares.
The Pleasanton, Calif.-based company also announced that it had reached a memorandum of understanding for settlement of a class action lawsuit filed by stockholders over its Customer Assurance Program. Stockholders had sued the company claiming that the program would prevent them from accepting a sweetened offer from Oracle.
PeopleSoft instituted the program shortly after Redwood Shores, Calif.-based Oracle announced its plans for a hostile takeover last June. The program provides new customers two to five times their license revenue back should the company be acquired and its products discontinued. Under the memorandum, if the program is extended past June 30, the terms will be limited to actions by Oracle. The shareholders in return will dismiss their case.
Oracle recently reduced its offer from $26 per share to $21 per share, reducing the total cost of Oracle's hostile takeover attempt of PeopleSoft from $9.4 billion to $7.1 billion.
According to a PeopleSoft release, the board concluded that the reduced offer is inadequate and does not reflect PeopleSoft's real value, and it believes that there is a significant likelihood that the transaction will be prohibited under antitrust law.
Oracle and the U.S. Department of Justice are set to go to trial in an antitrust case over whether the merger would hamper competition in the enterprise business software market. The court battle hinges on the definition of the business software market.
PeopleSoft was trading at $17.95 per share on the NASDAQ stock exchange this morning.