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PeopleSoft Moves Up Director Showdown with Oracle

In an event its investors and the curious public will no doubt be watching with great interest, PeopleSoft says it will hold its annual stockholders meeting March 25, moving it up from its usual date by two months.

It is expected PeopleSoft will nominate four directors for re-election at the meeting. It is also expected that Oracle , in the midst of a $7.5 billion hostile takeover attempt of PeopleSoft, will try to install four of its own directors to help curry support for its bid for the enterprise applications rival.

PeopleSoft President and Chief Executive Officer Craig Conway, one of the board members up for re-election, said Friday moving the date of the meeting, which usually takes place in May, was in direct response to Oracle's actions.

"The PeopleSoft Board unanimously voted to hold its annual meeting on March 25 so that we could put Oracle's apparent efforts to interfere with our business behind us as soon as possible," Conway said in a statement. "We firmly believe that Oracle is trying to deny PeopleSoft stockholders the real value of this company."

Conway also reiterated his faith in the likelihood that Oracle's bid will be blocked by antitrust authorities and noted that "we look forward to their prompt decision."

But the decision has been anything but prompt. The U.S. Department of Justice (DOJ) and European Commission (EC) have been methodically scrutinizing Oracle's proposal for several months.

Legal experts said the onus was on the groups to determine whether an Oracle purchase of the Pleasanton, Calif.-based PeopleSoft would benefit customers in the applications market or break antitrust laws. PeopleSoft is currently the No. 2 applications maker behind Germany's SAP. Redwood Shores, Calif.'s Oracle would ostensibly grab that title were it to successfully buy PeopleSoft.

The DOJ is expected to conclude its investigation and announce a decision by March, while it looks like the EC may carry its scrutiny over to April after requesting additional information from Oracle.

It is possible the stockholder meeting will take place before the DOJ and EC make their decisions, increasing Oracle's difficulty in finding placement for its own members on the PeopleSoft board.

Last week, Oracle unveiled its own choices for the pending PeopleSoft board reelection in what experts said was an attempt to reaffirm its interest in acquiring PeopleSoft for the public.

"...we believe it is important to give PeopleSoft stockholders an opportunity to bring Oracle's efforts to disrupt our business to an end by voting in favor of the Board's nominees and rejecting Oracle's nominees," Conway said.

The takeover bid does seem to have disrupted PeopleSoft's business. Last week, the company reported that fourth-quarter profit fell 70 percent and lowered its guidance for the current quarter.

The other directors up for re-election include George "Skip" Battle, who served as the CEO of search firm Ask Jeeves from December 2000 through December 2003; Frank J. Fanzilli, Jr., managing director and the chief information officer of Credit Suisse First Boston until April 2002; and Cyril J. Yansouni, chairman of the board of Read-Rite Corp., a supplier of magnetic recording heads for data storage drives, from June 2000 to June 2003.

The PeopleSoft board will be soliciting proxies for use at the meeting to vote in favor of the slate of directors nominated by the board and to vote on any other matters. PeopleSoft is filing a proxy statement on Schedule 14A with the Securities and Exchange Commission (SEC) in connection with its solicitation of proxies for the meeting.

Stockholders of record as of the close of business on Feb. 10 will be eligible to vote at the meeting.