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PeopleSoft files its own Oracle lawsuit

June 2003


June 13, 2003

PeopleSoft files its own Oracle lawsuit

Dan Gallagher

PeopleSoft Inc. sued Oracle Corp. Friday for alleged unfair trade practices involving the unsolicited $5.1 billion tender offer that directors for the Pleasanton software firm formally rejected the day before.

In a filing with the Securities and Exchange Commission, PeopleSoft said it filed a lawsuit in Superior Court in Alameda County charging the Redwood City-based software giant with unfair trade practices and unlawful interference with the company's customers and prospective customers. PeopleSoft also accused Oracle of "unlawful disparagement" of its products and services.

Such a move has been rumored since the June 6 offer by Oracle to buy all of PeopleSoft's outstanding shares for $16 a share. If the buyout is successful, Oracle said it would halt development of PeopleSoft's products - a move that could gut the company's 8,000-member workforce.

PeopleSoft rejected the offer as too low and posing the risk of antitrust scrutiny. The company has also accused Oracle of attempting to disrupt its business in the crucial final weeks of the second quarter and for trying to torpedo its planned $1.7 billion acquisition of J.D. Edwards & Co., which was announced on June 2.

But the bid could hurt PeopleSoft as it scrambles to close deals before the end of the quarter. Several industry analysts have recommended that companies considering a purchase of PeopleSoft software hold off until the company's future is more certain.

"By making an offer with the acknowledged intent of eliminating PeopleSoft's business, Oracle seeks to disrupt PeopleSoft's efforts to complete new sales, thus, effectively damaging PeopleSoft's business even if Oracle never buys a single share of PeopleSoft stock," PeopleSoft CEO Craig Conway said in a statement Friday.

PeopleSoft's lawsuit comes just one day after J.D. Edwards took its own action against Oracle. In a pair of lawsuits - filed in California and J.D. Edwards' home state of Colorado - the company accused Oracle of attempting to disrupt a merger "that will create value for the key stakeholders of J.D. Edwards and PeopleSoft."

Earlier in the week, Oracle said it was notified by PeopleSoft of a lawsuit that would be filed on Tuesday. Oracle later issued a statement saying the lawsuit idea had been dropped.

"PeopleSoft seems to have revived its on-again, off-again litigation strategy," Oracle spokesperson Jim Finn said in a statement Friday. "This matter must be decided by PeopleSoft shareholders and not by frivolous litigation."

Some experts have said PeopleSoft could have an actionable case against Oracle on the theory that - at $16 a share - the Oracle bid is more of a attempt to disrupt PeopleSoft's business than a serious effort to buy the company.

"I think that's a load of bunk," Ken Marlin of Marlin and Associates, a New York-based investment firm that specializes in high-tech mergers and acquisitions, told the Business Times in an interview earlier this week before the lawsuits were filed. "There have been instances of lawsuits in cases like this, but I don't see this as falling into that category."

A commonly cited precedent involves a 1984 dispute in which Getty Oil struck a deal to be sold to Pennzoil before Texaco came along with a higher offer. Getty was sold to Texaco, which sparked a lawsuit from Pennzoil alleging that Texaco had interfered illegally in the Pennzoil-Getty negotiations.

Pennzoil won the case and was awarded a whopping $11.1 billion in damages, although an appeals court later reduced the judgment by $2 billion.

"That is a very different situation," Marlin said comparing the Getty Oil case to PeopleSoft's. "The closest you would come to that is if Oracle came after J.D. Edwards."

Dan Gallagher wrote this story for East Bay Business Times, an affiliated publication.

© 2003 American City Business Journals Inc.

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