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PeopleSoft shareholders sue PeopleSoft over rebate


A long running takeover battle in the enterprise software market is heating up as shareholders in PeopleSoft filed a court action last Thursday, seeking to prevent the company from giving rebates to customers of up to five times the license fee if the company is taken over.

The battle began in June this year when PeopleSoft announced that it had agreed to acquire rival JD Edwards in a transaction valued at around $1.7 billion. Oracle, a larger player in the ERP (Enterprise Resource Planning) software market, submitted a cash tender offer to purchase PeopleSoft two days later. PeopleSoft fought the takeover, calling it an attempt to disrupt its ongoing acquisition.

The acquisition of JD Edwards by PeopleSoft eventually went ahead, but only after acrimonious actions on all sides. Lawsuits between PeopleSoft and Oracle are still on-going, and Oracle is still determined to take over its smaller rival.

The proposed takeover is currently the subject of antitrust investigations by both the US Justice Department and the European Commission.

The latest court action comes only a few days after PeopleSoft executives lodged papers with the US Securities and Exchange Commission detailing the expansion of a license fee refund scheme for customers.

Dubbed a "poison pill" by commentators, the expanded scheme would give customers refunds of up to five times the value of their license fee if the company is bought within two years instead of one, says a report on CNet News.com. The scheme will apply if the purchasing company stops selling PeopleSoft products within four years.

A group of PeopleSoft shareholders has filed a motion asking the Delaware Chancery Court to prohibit the expansion, as it will effectively prevent Oracle from taking over the company.

Oracle's spokesman, Jim Finn, called the action, "management entrenchment at its worst".

He continued:

"These modifications to PeopleSoft's so-called Customer Assurance Program are not about protecting customers. Instead, they reflect PeopleSoft's blatant disregard for shareholder value and choice, preventing shareholders from exercising their right to determine board membership."

PeopleSoft vowed to fight the action. Steve Swasey, spokesman for the company, told CNet News that the expansion was designed solely to protect the investments of its customers.

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