PeopleSoft, Inc. announced that it is commencing an exchange offer for all of the outstanding shares of common stock of J.D. Edwards & Company (Nasdaq:JDEC). PeopleSoft is offering J.D. Edwards stockholders cash or PeopleSoft common stock, at their election, with a value equal to $7.05 in cash plus the value of 0.43 of a PeopleSoft common share for each share of J.D. Edwards common stock they own. Based upon the $16.92 per share closing price of PeopleSoft common stock on June 13, 2003, the trading day immediately prior to announcement of the amendment of the agreement with J.D. Edwards, the value that would be received by J.D. Edwards stockholders is $14.33 per share and would result in a total transaction value of approximately $1.75 billion (based on 122.4 million J.D. Edwards shares outstanding.)

J.D. Edwards stockholders can elect to receive either all cash or all stock for their J.D. Edwards shares, subject to proration. Depending upon the outcome of the stockholder elections and the resulting proration, if any, J.D. Edwards stockholders will receive cash, a fraction of a PeopleSoft common share, or a combination of cash and a fraction of a PeopleSoft common share for each share of J.D. Edwards they own.

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.

The exchange offer and withdrawal rights are scheduled to expire at 12:00 midnight E.D.T, Thursday, July 17, 2003, unless extended. The exchange offer is conditioned upon there being validly tendered, and not withdrawn prior to the expiration date, at least a majority of the J.D. Edwards shares outstanding on a modified fully diluted basis. It is also subject to regulatory review and other customary closing conditions.

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