The Justice Department on Thursday filed a 17-page civil antitrust lawsuit in US District Court in San Francisco to block the proposed acquisition. In reaching its decision, the agency said the combination of Oracle and PeopleSoft would hurt competition in the market for software sold to large businesses. Industry watchers had largely expected the deal to be ultimately blocked, given an earlier recommendation by the Justice Department staff to nix the bid.
The attorneys general of Hawaii, Maryland, Massachusetts, Minnesota, New York, North Dakota and Texas are joining the Justice Department's lawsuit. Other states, including California, may also challenge the proposed merger, sources said.
"We believe this transaction is anticompetitive -- pure and simple," R. Hewitt Pate, assistant attorney general in charge of the Department's antitrust division, said in a statement. "Under any traditional merger analysis, this deal substantially lessens competition in an important market. Blocking this deal protects competition that benefits major businesses as well as government agencies that depend on competition to get the best value for taxpayers' dollars."
But late Thursday, Oracle announced that its board of directors had met and decided to "vigorously challenge" the Justice Department's lawsuit. While challenging the suit, Oracle said it will withdraw a slate of directors it had proposed for a 25 March meeting of PeopleSoft shareholders. It also extended the tender offer for PeopleSoft shares to 25 June from 12 March.
"The department's claim that there are only three vendors that meet the needs of large enterprise does not fit with the reality of the highly competitive, dynamic and rapidly changing market," Oracle said in a statement.
In its lawsuit, the Justice Department argued that the market is controlled by only a handful of players. To illustrate its point, the government cited a report from Chuck Phillips, now the co-president of Oracle, when he was an industry analyst in 2002. The lawsuit said, "he issued a report that stated, 'the back-office applications market for global companies is dominated by an oligopoly comprised of SAP, PeopleSoft and Oracle. The market is down to three viable suppliers who will help reautomate the back-office business processes for global enterprises for years to come.'"
The lawsuit also said, "The elimination of one of only three vendors of high-function enterprise software will likely result in higher prices." A merger will also harm current customers, because competition between Oracle and PeopleSoft has "led to a high level of innovation and upgrades to each company's products," according to the suit. "Oracle will no longer have the incentive to innovate in order to differentiate itself from PeopleSoft."
Oracle accused the Justice Department of being influenced by PeopleSoft's lobbying efforts.
"The Department of Justice decision follows an aggressive lobbying campaign by PeopleSoft management," said Jim Finn, a spokesman for Oracle. "It is inconsistent with the overwhelming evidence of intense competition in the markets we serve, and we believe it is without basis in fact or in law. A combined Oracle/PeopleSoft will significantly benefit all customers and shareholders involved."
PeopleSoft hailed the decision, adding that Oracle should scrap its takeover attempt.
"Now that the antitrust day of reckoning has arrived, and the Justice Department has announced its decision to sue to block the transaction, it is time for Oracle to abandon its efforts to acquire the company," PeopleSoft President and chief executive Craig Conway said. "Both companies should now devote all of their energy to competing in the marketplace to provide better products and services for customers. That's the PeopleSoft way of creating greater value for our stockholders."
In reaching its conclusion, the Justice Department interviewed Oracle and PeopleSoft customers, consulting firms, resellers and potential buyers of the software, assistant attorney general Pate said.
He added that a settlement was not discussed.
