PeopleSoft, Inc. and J.D. Edwards & Company announced that they have amended their definitive agreement under which PeopleSoft will acquire J.D. Edwards. The amended agreement is designed to allow the two companies to accelerate the completion of the transaction, bring forward the benefits of their combination and increase the accretion to earnings per share for PeopleSoft stockholders.

Based upon the closing price of PeopleSoft common stock on June 13, 2003 of $16.92 per share, the consideration for each outstanding share of J.D. Edwards common stock would be $14.33, for a total transaction value of approximately $1.75 billion. The consideration will be paid in the form of $863 million in cash and 52.6 million newly issued PeopleSoft shares, based on J.D. Edwards 122.4 million shares outstanding. Each J.D. Edwards stockholder will have the right to elect either cash or PeopleSoft common stock, subject to proration. The transaction is expected to be significantly accretive to PeopleSoft's 2004 earnings per share on an adjusted basis, excluding amortization associated with acquired intangibles, the write-down of deferred revenue and other purchase accounting adjustments. The transaction is expected to close in the third calendar quarter of 2003.

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