Oracle faces formal antitrust scrutiny
Published: 01 Jul 2003 07:34 BST
Oracle received a second request for more information from the US Department of Justice on Monday, as federal regulators formally investigate its hostile bid for PeopleSoft for possible antitrust issues.
The database-software giant needs to gather the requested materials and deliver them to the agency, which will then make a final decision on whether to allow the deal to progress or to challenge it. The request had been expected.
"We were not surprised given the size and scope of the transaction and the fact that PeopleSoft is also proposing its own transaction, which is undergoing regulatory review. It is important not to confuse process with outcome," Jim Finn, an Oracle spokesman, said in a statement.
Oracle does not face a deadline by which to submit the information to the Justice Department, and attorneys familiar with antitrust cases note that companies typically take several months to respond. But in deals that involve a hostile takeover, the prospective buyer tends to submit the information within weeks, according to Howard Morse, a former senior official with the Federal Trade Commission's high-tech antitrust division and now a partner with the law firm Drinker Biddle & Reath in Washington, D.C.
The state of Connecticut has already filed an antitrust lawsuit against Oracle, and other state attorneys general have given thought to following Connecticut's lead.
"The DOJ's second request for information confirms our concerns and about the antitrust violations involved in this takeover attempt," said Richard Blumenthal, attorney general for Connecticut. "We look forward to cooperating with the DOJ however helpful we can be with their investigation."
Blumenthal said his state's antitrust lawsuit against Oracle will stand, regardless of the decision the Justice Department may reach in its own investigation into Oracle's hostile bid.
Upping the offer
With the antitrust questions looming, Oracle is likely to extend its 7 July deadline for PeopleSoft investors to tender their shares. Oracle, which launched its $6.3bn (£3.82bn) hostile bid earlier this month, is offering PeopleSoft investors $19.50 per share, but has also acknowledged that the price could go higher.
The database software maker also faces the challenge of PeopleSoft's "poison pill" anti-takeover measures.
Finn noted, however, that Oracle expects the deal to move forward in due course.
"The Department of Justice received the case less than two weeks ago, and it could not evaluate the highly fragmented enterprise software marketplace in such a brief time," Finn said. "We remain optimistic that the Department of Justice will conclude that this transaction is not anticompetitive and that we will complete the transaction in a timely manner."
Investors seem to be waiting to see how the antitrust matter plays out, given PeopleSoft's shares are trading below Oracle's offer price. PeopleSoft on Monday closed down 12 cents at $17.56 a share.
Meanwhile, the company is hoping to wrap up its acquisition of J.D. Edwards in mid-July. PeopleSoft found itself a buyout target of Oracle a couple days after it announced plans earlier this month to buy J.D. Edwards.
Oracle opposed the pending merger of PeopleSoft and J.D. Edwards and filed a lawsuit to prevent the deal. However, after PeopleSoft changed the terms of its J.D. Edwards transaction to allow it to proceed without investors signing off on the deal, Oracle softened its stance and said it was not be opposed to buying both companies.
The deadline for J.D. Edwards investors to tender their shares in the PeopleSoft deal is 17 July.
A spokesman for J.D. Edwards said his company is not surprised by the Justice Department decision.
"We have maintained from the outset that the hostile tender offer from Oracle has represented antitrust issues and, conversely, we believe our merger with PeopleSoft is very pro-competitive and pro-customer choice," said Victor Chayet, a J.D. Edwards spokesman.
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