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PeopleSoft Investors Sharing a Divided House - InternetNews.
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PeopleSoft Investors Sharing a Divided House

PeopleSoft shareholders are starting to speak up about Oracle's takeover bid.

The Pleasanton, Calif.-based software maker's two largest investment groups this week announced opposing thoughts on the current and "best and final offer" of $24 per share (an estimated $9.2 billion) to merge the companies.

Capital Guardian Trust told Oracle executives that it was in favor of the deal, while Private Capital filed papers with government regulators supporting PeopleSoft's position.

Shareholders have until the end of the week to decide. If Oracle cannot convince the majority that a merger is a good idea by midnight Nov. 19, the database software vendor said it would walk away from the deal. The deal, if completed, would combine the No. 2 and No. 3 enterprise resource planning (ERP) software providers behind SAP AG . The non-binding straw poll is no guarantee the two companies will merge.

A Delaware Chancery court is still considering whether to make PeopleSoft remove its so-called "poison pill" and customer rebate provisions, both anti-takeover measures. PeopleSoft still has a $1 billion lawsuit against Oracle pending. The case is expected to start in January.

Oracle and PeopleSoft brass who have been in close contact with their institutional shareholders fueled the open-air debate.

Oracle co-president Safra Catz and CFO Harry You discussed the tender offer in an open forum this week sponsored by Glass, Lewis & Co., an analytical research and proxy advisory firm. PeopleSoft has enlisted consultants at merger and acquisition specialist Innisfree to solicit proxies from shareholders in support of its own slate of directors.

Hoping to discount the competition but not its own stock, PeopleSoft issued a statement suggesting that Oracle's disclosure was nothing more than a misleading stunt to create the wrong impression that Capital Guardian endorses the $24 offer.

"We have spoken to Capital Guardian since Oracle issued its release today and Capital Guardian reiterated that they believe PeopleSoft is worth substantially more than $24 per share," PeopleSoft said in a statement.

Oracle declined to comment on PeopleSoft's rebuttal, but a source close to the negotiations told internetnews.com the number of "arbitrage investor" (people who purchase stock in one market for immediate resale in another) positions in PeopleSoft may have risen as high as 33 percent. That is up from the 20 percent of arbitrage positions reported last week.

"Most of these institutions don't want to tender until Friday after the market closes, because after you tender, you give up certain rights. It changes the capital market," the source said on condition of anonymity.

Market watchers say Oracle should issue a statement Friday after the bell to update the status of the tender offer, but the chance of announcing an agreement between the two companies remains uncertain.

If Oracle has more than 50 percent, analysts suggest PeopleSoft's board could still hold out for the Delaware decision. But this could spark a movement to replace PeopleSoft's current board at its annual shareholder meeting in March 2005.

Oracle tried to stage a major board shift last year but withdrew its slate when the U.S. Department of Justice filed its antitrust lawsuit.