PeopleSoft's stance changing?

Comments by board member, firing of CEO could indicate shift in company's resistance to Oracle's takeover bid

PeopleSoft’s stance on the attempted takeover by Oracle appears to have changed dramatically in recent days.

On Oct. 1 PeopleSoft announced it had fired Craig Conway, its chief executive officer, and replaced him with Dave Duffield, PeopleSoft’s founder and chairman.

Then on Tuesday of this week Steven Goldby, a PeopleSoft board member, said he would be willing to discuss a possible merger with Oracle if it offered the right price and the deal could be done quickly.

That’s a marked difference from the early days of Oracle’s attempts to swallow PeopleSoft. When Oracle announced its takeover bid in June 2003, PeopleSoft resisted fiercely. Conway called the offer “horrifically unprofessional” and said Oracle was trying to ruin a merger between PeopleSoft and J.D. Edwards.

“I think (Oracle’s chief executive officer) saw a wedding and he showed up with a shotgun because he didn’t get invited,” Conway said at the time. “It’s a page straight out of Genghis Khan.”

But since Conway was let go last week, the stance appears to have softened. The speculation now is that Goldby’s comments, made in a Delaware court, might mean the board is prepared to start talking seriously with Oracle and turn the hostile takeover into a friendly deal.

“If there had been and if there ever is an indication that Oracle is willing to pay what we consider to be the right price for the shareholders to get for this company and (if) there is a high certainty of being able to close a transaction quickly, I personally would be open to discussions with Oracle,” Goldby said, according to a transcript of a court session reported in the San Francisco Chronicle.

Oracle currently has an offer on the table to buy up shares at $21 US a pop, but many observers believe it will eventually raise that price. The initial offer in June 2003 from Oracle was $16 US a share. At that time PeopleSoft’s stock was trading at $15.11 US per share. Following Goldby’s comments this week, the stock was trading at $22.83 US.

A spokesman for PeopleSoft downplayed the importance of Goldby’s comments. Steve Swasey said nothing has changed in terms of PeopleSoft’s position on Oracle’s bid.

“This board has met more than 80 times in the last 16 months, so they have obviously considered all scenarios,” Swasey was quoted as saying in the Chronicle. “They have analyzed and considered each of Oracle’s offers and rejected each as undervaluing the company.”

The firing of Conway

On Oct. 1 PeopleSoft announced its board of directors had voted to appoint Duffield as the company’s CEO.

It also announced the appointment of Kevin Parker and Phil Wilmington as co-presidents and Aneel Bhusri as vice chairman of the board, effective immediately.

In a press release PeopleSoft said it fired Conway because of a loss of confidence in his ability to continue to lead the company. The board’s decision to turf Conway was unanimous.

Speaking on behalf of the board, A. George “Skip” Battle said, “the board has asked (Duffield) to assume the leadership of PeopleSoft. We are grateful and delighted that Dave will be guiding the company with the innovative spirit and values upon which PeopleSoft was founded.”

Duffield said he was excited to return to PeopleSoft on a full-time basis.

“My priority is to build on the core values on which this company was founded we will focus on building technology innovation, a relentless commitment to our customers and a renewed drive to keep PeopleSoft a great place to work for all employees,” he said.

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