PeopleSoft, Inc. announced that, after careful consideration and acting upon the recommendation of a committee of independent directors, PeopleSoft's Board of Directors voted unanimously to recommend that PeopleSoft stockholders reject Oracle Corporation's (Nasdaq:ORCL) revised unsolicited offer to purchase all of the shares of PeopleSoft for $19.50 per share in cash.

In making its recommendation, the Board reiterated its previously expressed concern that the offer is not in the best interest of the Company's stockholders. The Board concluded that the proposed combination of PeopleSoft and Oracle faces substantial regulatory delays and a significant likelihood that the transaction would be prohibited. Those delays and uncertainties, combined with Oracle's stated intentions to discontinue PeopleSoft's products, would subject PeopleSoft's business to irreparable damage.

The Board concluded that the revised offer undervalues the Company based on its financial performance and significant future opportunities including the value created through the acquisition of J.D. Edwards. The Board found additional risk to stockholders from the offer because it is highly conditional and Oracle could withdraw it at any time.

PeopleSoft President and Chief Executive Officer Craig Conway said, "Oracle's offer undervalues the Company and is not in the best interest of PeopleSoft stockholders. It is highly conditional, faces significant regulatory delays and uncertainty, and threatens serious damage to our business."

"PeopleSoft is committed to the J.D. Edwards acquisition," Conway continued. "We believe that the continued execution of our strategy will create significantly higher stockholder value."

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