The right price?
Complicating any negotiations is the painstaking process of wooing institutional and mutual-fund holders. They hold 71 percent of the 367 million shares of PeopleSoft outstanding and 80 percent of shares that are publicly traded.
A representative of one large shareholder, who trekked down to the courtroom from New York each day and spoke on condition of anonymity, said Oracle could afford to pay as much as a figure in the mid-$30s, but an acceptable figure would be in the high $20s. Other major investors have hired local lawyers from Wilmington firms to attend the trial and phone in major developments when they happen.
Then there's David Duffield, PeopleSoft's chairman, founder and now its CEO, who owns at least 48 million shares himself -- a sizable 13 percent stake in the company. In a taped deposition that was played in court this week, Duffield essentially demanded a higher dollar figure, saying Oracle's original offer would have been taken more seriously if it had been more generous.
Steven Goldby, a PeopleSoft board member who chairs the governance committee, was more blunt. He testified that there was a "high certainty" that the negotiations could end happily if Oracle would only up its offer and if the board concluded that the deal could take place quickly.
If Oracle and PeopleSoft reach that deal, few other obstacles stand in the way of completing it. The US Department of Justice's quixotic scheme to block the proposed acquisition was soundly rebuffed by a federal judge in San Francisco, and the government reluctantly said on 1 October that it won't appeal.
On Thursday, A. George "Skip" Battle, a PeopleSoft board member and chairman of the transactions committee, said he believed European regulators would not object to the combination of the two large software companies -- and, like his fellow directors who testified before him, warned that $21 a share simply wasn't generous enough to make a deal happen.
One thing is certain: Oracle definitely wants to buy PeopleSoft, and perhaps even needs to buy it to keep revenue growing and its own shareholders happy. Ellison acknowledged as much, testifying that PeopleSoft is by far the most tempting potential acquisition, and that it has been No. 1 on Oracle's list of companies to purchase for at least the last four years. The software business is going through a period of contraction, Ellison cautioned, where survival means consolidation.
But Ellison doesn't seem to be in any hurry. It's been more than 16 months since Oracle announced its intention to buy PeopleSoft, and Ellison was patient enough to sit through a nerve-wracking Justice Department trial. Now he may be willing to wait a few more months and see whether Delaware's courts will eliminate the poison-pill defences, which would effectively make the company cheaper to buy.
If that doesn't work? Oracle director Joseph Grundfest acknowledged on the witness stand that the bid could be revised yet again. But Grundfest, of course, didn't say in which direction.
