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Oracle vs Peoplesoft

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Oracle – PeopleSo- Takeover

Contents • • • • • • • • • • • Introduc-on Products Market Structure Why PeopleSo8 Oracle’s / PeopleSo8’s View Timeline of the Acquisi-on Pre-­‐Merger Post-­‐Merger Defense / An-defense Strategies A8er Takeover Conclusion Oracle -­‐ PeopleSo8 Takeover 2

Introduc-on • The acquisi-on would enable Oracle to capture the Enterprise Applica-on so8ware business, used by large companies. • Merger would be a legi-mate rival to SAP. • Oracle made a hos-le bid of $10.3 billion for PeopleSo8 in June 2003 • Lasted for 18 months

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Oracle • Founded in 1977 by Larry Ellison (CEO) • One of largest developers of “Database Management Systems” • More than 41,000 employees and reported revenue of more than $10.2 billion in 2003 Oracle -­‐ PeopleSo8 Takeover 4

PeopleSo8 • Founded in 1987 by David Duffield &Ken Morris • Craig Conway is CEO • Specializes in ERP solu-ons • 11,600 employees and revenue of less than $3 billion in 2003 Oracle -­‐ PeopleSo8 Takeover 5

Products Oracle • Database Management System • Tools for database development • Database applica-on products; e.g., Oracle Financials. • Database and applica-on services. PeopleSo- • Human Resource Management • Customer Rela-onship Management • Enterprise Performance Management • Enterprise Resource Planning (ERP) e.g., PeopleSo8 Enterprise 6

Oracle -­‐ PeopleSo8 Takeover

Enterprise resource planning (ERP)

• Management Informa-on Systems that integrate and automate all or part of a business’s opera-ons or produc-on/service • ERP incorporates: product planning, manufacturing , marke-ng, shipping, inventory, accoun-ng • Very expensive to implement and maintain • Best prac-ces and re-­‐engineering process Oracle -­‐ PeopleSo8 Takeover 7

Market Structure • Oracle is #1 in databases, but losing to SAP in ERP systems • Oracle and PeopleSo8 competed in the enterprise applica-on so8ware business: 20% vs. 100% • One week before the start of the Oracle hos-le takeover, PeopleSo8 offered a bid to take over J.D.Edwards for 1.7 billion, wihch would make PeopleSo8 bigger and more expensive to acquire Oracle -­‐ PeopleSo8 Takeover 8

Why PeopleSo8?

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Why PeopleSo8? • The acquisi-on would enable Oracle to capture the Enterprise Applica-on so8ware business, used by large companies. • Oracle is a newer entrant, but the organiza-on has invested heavily in R&D. • Oracle would get access to PeopleSo8's customers. • Merger would be a legi-mate rival to SAP. Oracle -­‐ PeopleSo8 Takeover

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Oracle’s View • Product integra-on using Oracle RDBMS. • Procurement of innova-ons (PeopleSo8’s knowledge system which will result in the design of Enterprise so8ware) • Challenging market leader SAP for No 1. posi-on. Oracle -­‐ PeopleSo8 Takeover 11

PeopleSo8’s View Upon hearing of the offer Conway started to fight the takeover in a number of ways including:

• The adop-on of a poison pill provision in the ar-cles, accelera-ng board member re-­‐elec-ons.

• Lobbying customers to write to the DOJ and complain of

an-trust concerns. The DOJ and EC an-trust groups have

both filed suit blocking the acquisi-on from going forward.

• Adop-ng an aggressive 200-­‐500% license fee rebate if

PeopleSo8 were to discon-nue support(Customer Assurance program).

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Timeline of the Acquisi-on June, 2002 June 2, 2003 June 6, 2003 June 13, 2003 Peopleso8 approached Oracle for merger PeopleSo8 and J.D. Edwards (JDEC), had agreed to merge – June 11 Closed the deal Oracle announced tender for PeopleSo8 at $16 per share PeopleSo8 filed suit against Oracle / The Department of Jus-ce

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Timeline of the Acquisi-on June 16, 2003 June 18, 2003 August, 2003 June 13, 2003 Expected synergies from the deal with JDEC had been revised upward, from $85 million on May 31st, to $167 million just two weeks later. Oracle raised its bid 20% to $19.50 PS’s board approved amendments to provide large cash

payments to senior execu-ves (Golden Parachutes) in the event of a change of control

Customer Assurance Program (CAP)

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Timeline of the Acquisi-on Customer Assurance Program PeopleSo8 would offer customers rebates of two -mes their money in the event an acquirer discon-nued new sales of the PeopleSo8 product line or materially reduced support services for PeopleSo8 products within two years from the customer contract date. Over the next 18 months, the program evolved through five different versions, most notably increasing the payment mul-ples to a sliding scale between two and five -mes the purchase price, and doubling the length of the protec-on period to four years. WHA AAAA T?

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Timeline of the Acquisi-on By November 2004, the CAP mandated $2.0 billion in payments to PeopleSo8 customers if Oracle acquired PeopleSo8 and then reduced support for its products 2 features of CAP • The CAP could not be pulled back by PeopleSo8 • Customers clearly liked higher CAP payments, and PeopleSo8 liked higher CAP payments too. Because larger con-ngent payments would yield a larger deterrent effect, and only Oracle -­‐ not PeopleSo8 -­‐ would suffer the nega-ve consequences of the accrued liability.

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Timeline of the Acquisi-on Nov, 2003 Feb 4, 2004 Feb 10, 2004 Feb 26, 2004 Oracle nominated five candidates to stand for BOD elec-on To rally support for its nominees, Oracle raised its offer to $26.00 per share in cash. PeopleSo8 rejected. DOJ made clear they wanted to sue ORACLE The DOJ, joined by seven states, filed a suit to block the transac-on on an-trust grounds.

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Timeline of the Acquisi-on May 14, 2004 Sep 9, 2004 Sep 30, 2004 Oct 4, 2004 Oracle lowered its bid to $21.00 per share ci-ng changes in market condi-ons and in PeopleSo8’s market valua-on. DOJ lost the case. Board members voted unanimously to remove Conway as CEO. Dave Duffield as CEO Delaware Trial began

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Timeline of the Acquisi-on

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Timeline of the Acquisi-on Nov 1, 2004 Nov 19, 2004 Dec 12, 2004 Jan 7, 2005 “Bump and Rush”. Oracle increased the offer from $21.00 to $24.00 per share, best and final offer. We will withdraw our offer unless a majority of PeopleSo8 shares are tendered into our offer by Nov. 19, 2004

61% of PeopleSo8’s shared were tendered $26.50 per share in cash, or $10.3 billion in total considera-on agreed by Peopleso8 Deal completed

Oracle -­‐ PeopleSo8 Takeover

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Final Bid • A majority of PeopleSo8 shareholders met Oracle's deadline and agreed to tender their shares (97% shares tendered). • Dec. 13 2004: PeopleSo8 relents and accepts Oracle's sweetened offer. • Total amount of $10.3 billion

• $26.50 per share. • Premier Support , Extended Support and Sustaining Support • Oracle E-­‐Business Suite

Oracle -­‐ PeopleSo8 Takeover

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Pre Merger -­‐ Oracle

Oracle -­‐ PeopleSo8 Takeover

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Pre – Merger PeopleSo8

Oracle -­‐ PeopleSo8 Takeover

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Post Merger

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PeopleSo8 -­‐ Defense Strategies Customer Assurance Program (CAP) Lobbied DOJ (An-trust law) JDEC Deal Re-­‐Cut and Re-­‐Spun Golden Parachutes – 200$ million severance packages – August 2003 • Deadhand poison pill (invalid 1998)

-­‐ Plain Vanilla poison pill • • • •
Oracle
-­‐ PeopleSo8 Takeover 25

Oracle – An- Defense Strategies • • • • Proxy Contest ( woo shareholders) Won the an--­‐trust case Filed suit to remove poison pill and CAP. Opera-on “Bump and Rush” – Nov 2004 – achieved 61% to stay in the game.

Oracle -­‐ PeopleSo8 Takeover

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What happened a8er takeover? • A month a8er the acquisi-on, Oracle laid off 6,000 of PeopleSo8's 11,000 employees. • Oracle has commited to support the acquired products even longer than PeopleSo8 would have. • The winner: SAP. Its world-­‐wide market share has grown to 56%, from 51% in mid 2003, among the five biggest makers of business-­‐applica-on so8ware.

Oracle -­‐ PeopleSo8 Takeover

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Latest Oracle • The second-­‐largest so8ware maker by revenue, a8er Microso8

Microso8: $65.7 billion

Oracle: $ 29.6 billion

SAP: $29.1 billion • Oracle led 2013 worldwide business analy-cs so8ware sales with 17.9% market share, $6.7 billion Oracle -­‐ PeopleSo8 Takeover 28

Conclusion • 6000 employees fired from PeopleSo8. • From the shareholders point of view, another troublesome area is the 42.5$ million that PeopleSo8 had spent on legal fees. • PeopleSo8’s pre-­‐deal trading price was approximately $15.00 , investors thought clearing price should be 19$-­‐21$, Oracle paid 26.5$. • PeopleSo8 played a weak hand well, Oracle made some nego-a-on errors. Oracle -­‐ PeopleSo8 Takeover 29

Conclusion • Customers don’t want to hear that they will be forced to change systems. • Who gained – SAP gained from this fight between Oracle and Peopleso8.

Oracle -­‐ PeopleSo8 Takeover

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Thank You

Oracle -­‐ PeopleSo8 Takeover

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