Oracle: No PeopleSoft Spin-Off

SAN FRANCISCO — If Oracle can pull off its $9.2 billion hostile takeover
plans, PeopleSoft’s software divisions should remain
generally untouched.

That’s the message delivered this week at Oracle’s OpenWorld conference here.

In a briefing of press and analysts, company President Safra Catz
said Oracle is looking to keep as many PeopleSoft and
former J.D. Edwards engineers on board as possible if and when the
merger happens.

Oracle is offering $24 per-share for its Pleasanton, Calif.-based rival. PeopleSoft’s board of directors continues to hold
out for more money even though 61 percent of shareholders sided with
Oracle in last
month’s straw poll

Catz said outside of the price, which her bosses are negotiating,
Oracle continues to quell fears that a sale would result in slashing
PeopleSoft’s products.

“We have no intention of spinning off PeopleSoft Enterprise One or
any of the products,” Catz said. “We will bring
them in, evaluate the state of the code and bring it, ultimately, into a
converged product line.”

A day earlier, Charles Philips, also an Oracle president, echoed
Catz’s statements, adding “there would be two separate tracks for
the products,” and not one “super set product,” which combines the best
of both companies.

Oracle said its plan is to support — but not
develop — PeopleSoft products for the next 10 years.

Previously, Oracle considered layoffs of as much as 6,000 PeopleSoft
staff to reduce the amount of redundant positions. Now the company seems
driven to keep the teams relatively whole as a strategic advantage.

“We want to maintain as many folks as we can,” Catz said. “Our big
worry is the intellectual property and development organization at JDEC
[J.D. Edwards], and our hope is it is still in a position where we can
maintain it.”

Catz also said she was troubled by news that PeopleSoft was
dismissing some J.D. Edwards teams. Not so, according to PeopleSoft
spokesman Steve Swasey who rebuffed Catz’s claims. He said staff
reductions are not currently in effect and that the last batch of
PeopleSoft employees to depart were those in duplicate jobs after the
J.D. Edwards merger was finalized.

“PeopleSoft is maintaining a very strong employee base,” Swasey told “We made some adjustments after the merger in
September 2003 for non-revenue-generating and overlapping positions
mostly in the marketing, human resources, IT technologies and support
functions. But overall we are one company.

Company executives are scheduled to meet
with Delaware Chancery court judge next week to decide the
lawfulness of PeopleSoft’s “poison pill” and customer assurance rebate
program. Both anti-takeover measures are designed to thwart Oracle’s
hostile bid.

While Oracle remains optimistic that it can win over shareholders,
executives remain realists when it comes to predicting.

“Poison pills are very rarely pulled,” Catz said. “However, we
believe if there was ever a case to pull a pill, this is it. We expect
ultimately to be successful. We hope sooner than later.”

If the judge enforces the poison pill, Oracle said it needs to
persuade PeopleSoft shareholders to let it usurp its board of directors
with a slate of its own in a proxy vote in March 2005.

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