Dial 'O' for Oracle
Published: 14 Dec 2004 08:25 GMT
Once the board members realised that an agreement might happen, teams of lawyers -- some also in Wilmington -- scrambled to draft the paperwork. "At the same time the deal lawyers were starting to pound it out," Carroll said.
Even though some board members and their attorneys had gathered at the storied Hotel du Pont, which boasts a marble-and-tapestry lobby and meeting rooms decorated in French Neoclassic style, most of the people involved were scattered around the rest of the country and the details were worked out in a series of lengthy telephone conference calls.
By 1900 PT on Sunday, it looked like a deal would happen. The negotiators phoned Judge Leo Strine, a vice chancellor in Delaware's Chancery Court who is overseeing the trial, to alert him that an agreement was in sight.
PeopleSoft's board signalled they would accept the $26.50 offer in a conference call that took place around 1900 PT on Sunday. Oracle's board met afterward.
Strine said he was relieved that the trial would be brought to an abrupt close, and joked that "the threat of one of my notoriously long opinions is the principal reason [the deal happened]."
Change in thinking?
Although PeopleSoft management could have named an asking price months ago, several events may have prompted Friday's call, Phillips said.
"I think the 60 percent we received in our tender offer prompted a major change in their thinking," Phillips said. "I also think the second phase of the Delaware trial, which was about to start, and its cost were an issue."
Last month, Oracle announced that more than 60 percent of PeopleSoft investors had tendered their shares when the offer price was $24. Oracle, which at the time said it needed at least 50 percent of shareholders to tender in order for it to pursue its takeover bid, later set a new deadline of 28 December for PeopleSoft investors to tender.
Proxy experts, however, said at the time that more than 50 percent of PeopleSoft investors would likely tender their shares in order to keep the takeover battle alive -- in the hope that Oracle would offer up a higher bid price as PeopleSoft's annual shareholders meeting neared.
PeopleSoft's stock hit a high of $24 per share on Friday. For Oracle, proxy solicitors said, it would be difficult to convince investors to sell their shares at a price that the stock was trading at in the market.
Phillips, however, said he does not believe the share price prompted PeopleSoft to come to the negotiating table.
PeopleSoft spokesman Steve Swasey declined to offer comment and directed questions on the deal to Oracle representatives.
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