December 29, 2004, 1:56 PM — Oracle Corp. has taken over control of PeopleSoft Inc. by buying 75 percent of the PeopleSoft's outstanding shares from its stockholders, Oracle announced Wednesday.
Oracle has appointed four members to the PeopleSoft board to replace members who resigned after the PeopleSoft board agreed Dec. 13 to sell its company to Oracle for US $10.3 billion. The move gives Oracle majority control of the PeopleSoft board; two previous PeopleSoft board members will remain until the merger is completed, Oracle said.
The Oracle announcement comes a day after news broke that PeopleSoft Chief Executive Officer David Duffield resigned Dec. 21.
With Wednesday's announcement, an 18-month struggle, during which PeopleSoft repeatedly turned down Oracle's offers, has effectively ended.
Despite gaining control of 75 percent of the outstanding stock, Oracle didn't reach its goal of acquiring 90 percent of PeopleSoft stock. After Oracle's first tender offer expired Tuesday, the company announced a second tender offer that expires Jan. 4. Stockholders who tender shares during the second offer will be paid the same $26.50 per share paid during the initial offering period.
If Oracle gains control of 90 percent of PeopleSoft shares, it expects to complete the merger shortly after the second offering period, the company said in a press release. "We're very confident we'll get the 90 percent," said Bob Wynne, an Oracle spokesman.
If Oracle should fail to acquire 90 percent of PeopleSoft's stock, the merger would require a vote of the shareholders, with Oracle already controlling a majority. That vote could delay the merger four to six weeks.
