Oracle eyes PeopleSoft board

By Iain Scott for PeopleSoft

Johannesburg, 26 Jan 2004

The battle for control of PeopleSoft has heated up again, with PeopleSoft urging shareholders to reject Oracle`s attempt to fill the boardroom with its own nominees.

Oracle, which launched its hostile takeover bid in June last year, has been at pains to stress that the attempt has not stalled. It has said that the dearth of developments is merely because regulators are still studying the matter.

On Friday Oracle nominated five directors to the eight-seat PeopleSoft board. While only four seats are up for election, Oracle is demanding that current director Michael Maples also come up for election.

It argues that since Maples joined the board as part of PeopleSoft`s acquisition of JD Edwards, shareholders never elected him.

Should PeopleSoft not comply with this, Oracle has plans to table a motion to increase the board to nine directors.

"We believe that the incumbent PeopleSoft board of directors has consistently refused to consider its stockholders` best interests regarding the Oracle tender offer," says Oracle spokesman Jim Finn.

"We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer and any other matters before the PeopleSoft board and provide independent representation for the true owners of PeopleSoft, the stockholders."

However, PeopleSoft says Oracle`s nominees are not independent.

"We believe that [Oracle CEO] Larry Ellison`s attempt to gain control of PeopleSoft`s board of directors is solely to advance Oracle`s agenda and is not in the best interests of PeopleSoft`s stockholders," the group says.

"We strongly believe that Ellison`s hand-picked, paid nominees are biased and would have irreconcilable conflicts of interest if elected to PeopleSoft`s board. Each nominee is receiving cash compensation and has signed an agreement with Oracle. We believe their ability to be independent is seriously compromised."