PeopleSoft to merge into Oracle for $10.3 billion

PeopleSoft today announced that following discussions throughout the weekend, the Board of Directors, based upon the recommendation of the Transaction Committee of independent directors, has approved a definitive merger agreement under which a subsidiary of Oracle will acquire all PeopleSoft shares for $26.50 per share in cash. The total value of the transaction is approximately $10.3 billion.

Under terms of the agreement, Oracle will revise its tender offer bythis Wednesday, December 15th, and it will remain open through December 28th, unless extended in accordance with the merger agreement. The Board recommends that PeopleSoft stockholders tender their shares into Oracle's offer. Following the completion of the tender offer, Oracle intends to complete a merger in which all remaining PeopleSoft shares will be acquired for $26.50 per share.

A. George "Skip" Battle, Chairman of PeopleSoft's Transaction Committee, said, "After careful consideration, we believe this revised offer provides good value for PeopleSoft stockholders and represents a substantial increase in value from October. PeopleSoft is a strong and vibrant company. Our fourth quarter numbers have been running ahead of plan. Our ability to deliver this shareholder value would not have been possible without the relentless efforts of our employees. This has been a long, emotional struggle, and our employees have consistently performed well under the most challenging of circumstances. The Board salutes our employees for their outstanding dedication to PeopleSoft and is grateful to our customers who have continued to buy our products and stand by us during these uncertain times."

Oracle and PeopleSoftwill each stay all pending litigation and will dismiss such litigation permanently following the consummation of the offer.

The offer is subject to at least a majority of the fully diluted outstanding shares being validly tendered into the offer and to a limited number of other customary conditions.

Citigroup Global Markets Inc. and Goldman, Sachs & Co. are financial advisors to PeopleSoft. Cleary, Gottlieb, Steen & Hamilton and Gibson, Dunn & Crutcher LLP are legal advisors to PeopleSoft.