Out-Law / Your Daily Need-To-Know

Enterprise software firms Oracle and PeopleSoft announced yesterday that they were to merge in a deal worth around $10.3 billion, bringing to an end 18 months of hostilities following Oracle's initial takeover bid for its competitor.

The battle began in June 2003, when Oracle, a major player in the enterprise software market, submitted an offer to purchase rival PeopleSoft. At the time the bid was largely seen as a spoiler to prevent PeopleSoft amicably acquiring another player in the market, JD Edwards.

That acquisition went ahead, but Oracle stuck to its plans to buy PeopleSoft.

It has been an uphill struggle, with lawsuits filed against the company by PeopleSoft, JD Edwards and the State of Connecticut. Antitrust investigations by the Department of Justice and the European Commission were also instigated and then dismissed.

Within PeopleSoft relations have been equally strained, with shareholders taking legal action against their own board over a so-called "poison pill" that effectively upped the price of the company, and CEO Craig Conway losing his job after the board lost faith in his ability to lead the company.

But hostilities appear to be at an end following today's announcement that the companies have managed to agree a merger, in terms of which a subsidiary of Oracle will acquire all PeopleSoft shares for $26.50 per share in cash, amounting to around $10.3 billion in total.

"After careful consideration, we believe this revised offer provides good value for PeopleSoft stockholders and represents a substantial increase in value from October," said A. George "Skip" Battle, Chairman of PeopleSoft's Transaction Committee. "This has been a long, emotional struggle, and our employees have consistently performed well under the most challenging of circumstances."

The offer now has to be accepted by shareholders, but meantime all legal action has been suspended between the parties. The suits will be dismissed once the merger goes through, most probably in early January.

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