PeopleSoft Airs Exchange Rates for J.D. Edwards

PeopleSoft late Wednesday revealed preliminary proration factors for the shares of J.D. Edwards common stock it purchased last week.

The news is the latest word out of PeopleSoft since the company announced last Friday that it had successfully closed its purchase of the Denver-based mid-market applications vendor, making it the No. 2 player in a space dominated by Germany’s SAP.

Meanwhile, Oracle, intent on pursuing its own bid to acquire PeopleSoft for $6.3 billion, said it will no longer oppose any changes to the merger agreement between PeopleSoft and J.D. Edwards in an amended filing to the Securities and Exchange Commission.

Preliminary results show that 104,754,894 shares of J.D. Edwards were
tendered in the exchange offer, which expired last Thursday, July 17, at midnight. As previously announced, J.D. Edwards shares are valued at $14.74.

The Pleasanton, Calif. enterprise applications maker, which sped up its merger of J.D. Edwards after rival Oracle put out its unsolicited bid June 6, said stockholders who elected to receive cash will receive $12.48 in cash and 0.1262 of a share of PeopleSoft common stock for each J.D. Edwards share.

Stockholders who chose stock will receive 0.8243 of a share of PeopleSoft stock for each J.D. Edwards share. Lastly, stockholders who tendered but did not choose payment method will receive 0.8243 of a share of PeopleSoft common stock for each J.D. Edwards share.

Fractional shares will be paid in cash. J.D. Edwards stockholders who did not tender their shares in the exchange offer will receive $7.05 in cash and 0.43 of a share of PeopleSoft common stock for each J.D. Edwards share.

PeopleSoft purchased about 110 million shares, or 88 percent of the
outstanding shares of Denver’s J.D. Edwards. As for the remaining shares that were not tendered to give PeopleSoft a 90 percent stake in J.D. Edwards in the long-form merger, PeopleSoft spokesman Steve Swasey said the company would acquire the remaining 2 percent to complete the “second-step” merger.

PeopleSoft expects to acquire the remaining untendered shares of J.D.
Edwards by the end of August.