主题：【IT风云】面对甲骨文的＄24收购价，管理层说太低，股东们呢 -- 西风陶陶

PSFT (PSFT) 22.74: Oracle's quest to get more than half of PeopleSoft's holders to tender their shares at ORCL's $24 bid won't be a slam dunk. Sanford Bernstein software analysts told us that about 40% of PeopleSoft shares are highly unlikely to be tendered. No insiders (10.4% ownership) are expected to tender, and most index funds (9.1% ownership) are UNABLE to tender. Retail investors own 20.9%, Bernstein notes, and a lot of them won't bother. So the battleground, it says, is among the remaining 59.6% of institutional investors, not counting index funds. Non-index holder Private Capital Management (P.C.M.) has already said it doesn't plan to tender its shares, representing about 9.3% of PeopleSoft's shares outstanding. So assuming that P.C.M., along with PeopleSoft founder David Duffield, 75% of insiders, and 60% of retail investors don't tender, that means ORCL must get 80% of remaining holders to sell shares by midnight on Nov. 19 to meet its goal. Note that Oracle is threatening to walk away from its 17-month fight for the deal unless more than half of PSFT holders tender. Briefing.com Note: PeopleSoft continues to trade just $1.26 off the offer price, but the stock could slide from current levels if not enough holders sell to Oracle.

Oracle Takeover Approval Seen

Thu Nov 18, 2004 08:43 PM ET

By Spencer Swartz

SAN FRANCISCO (Reuters) - Oracle Corp. (ORCL.O: Quote, Profile, Research) on Thursday won the backing of a key public pension fund in its $8.8-billion takeover bid for PeopleSoft Inc. (PSFT.O: Quote, Profile, Research) and analysts said they expected a majority of shares to be tendered its way ahead of a Friday deadline.

PeopleSoft co-presidents Kevin Parker and Phil Wilmington told employees in a Wednesday e-mail released on Thursday that they should "not be surprised" if a majority of PeopleSoft shareholders tendered their stock to Oracle.

Oracle has said it will drop its bid, which has already cleared antitrust scrutiny in the United States and the European Union, unless it gets a majority of shares tendered in support of its bid for its longtime business software rival.

"My guess is that (Oracle) will get enough to get over the top," said Steven Cohen, chief investment officer at Kellner DiLeo Cohen & Co.

Analysts have said a key driver behind the outcome of the shareholder votes will be the role of arbitragers, estimated by some to hold up to one-third of PeopleSoft shares.

If Oracle passes the majority-shareholder threshold, PeopleSoft's board would need to remove the company's shareholder rights' plan, known as a "poison pill," before the deal could be clinched.

Both California-based companies have spent the past week lobbying PeopleSoft shareholders on why they should or should not tender their shares to Oracle, which launched its takeover bid in June 2003.

Calpers, the biggest U.S. pension fund, on Thursday said it had tendered its 1.5 million shares of PeopleSoft to Oracle.

Investment decisions by the California Public Employees' Retirement System, whose PeopleSoft holdings amount to about half of 1 percent of the company's total shares, often carry weight with other investors because it is seen as a watchdog for corporate governance.

COUNTING SHARES, AFTER THE SHARE-COUNT

Calpers' decision follows announcements earlier this week from Capital Guardian Trust Co., Paulson & Co. and P. Schoenfeld Asset Management, which all said they plan to tender their shares that collectively account for roughly 9 percent of total PeopleSoft shares.

Those Oracle victories, however, were offset by Private Capital Management LP -- the single largest PeopleSoft shareholder. It said it did not plan on tendering its 35.1 million shares, about a 9.4 percent stake, saying it believed Oracle's offer undervalued PeopleSoft.

Oracle would not move forward with the acquisition with PeopleSoft's poison pill in place because that would trigger the pill's provisions and unleash many more shares Oracle would be obliged to buy - making the deal far more costly.

PeopleSoft's board has steadfastly refused to remove the pill, the center of a two-week trial in Delaware.

Oracle is hopeful a majority-shareholder vote would pressure PeopleSoft's five independent board directors to remove the pill by out-voting the two "inside" board members, including PeopleSoft's CEO and founder Dave Duffield.

If the board still refuses to lift the pill in the face of a majority shareholder vote, Oracle and PeopleSoft are scheduled to return on Nov. 24 to Delaware Chancery Court. Vice Chancellor Leo Strine could ultimately decide to keep the pill in place or remove it.

Also on Thursday, Duffield threatened to sue Oracle for defamation if it continues to circulate a chart detailing his stock sales in late 2003.

Duffield, in a letter Thursday to Oracle Chief Executive Larry Ellison, said the chart is misleading because all but two of the sales were conducted through a prearranged plan with the U.S. Securities and Exchange Commission to diversify his investment portfolio.

Oracle declined to comment on the letter. (Additional reporting by Julie MacIntosh in Philadelphia)