PLEASANTON, Calif.--(BUSINESS WIRE)--June 19, 2003--PeopleSoft,
PSFT) today 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
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
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tendered, and not withdrawn prior to the expiration date, at least a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.
Citigroup Global Markets and Goldman, Sachs & Co. are financial
advisors, Citigroup Global Markets is Dealer Manager, Georgeson
Shareholders, Inc. is Information Agent, and Gibson, Dunn & Crutcher
LLP is legal advisor to PeopleSoft.
PSFT) is the world's leading provider of
application software for the real-time enterprise. PeopleSoft pure
internet software enables organizations to reduce costs and increase
productivity by directly connecting customers, suppliers, partners and
employees to business processes on-line, in real time. PeopleSoft's
integrated, best-in-class applications include Customer Relationship
Management, Supply Chain Management, Human Capital Management,
Financial Management and Application Integration. Today more than
5,100 organizations in 140 countries run on PeopleSoft software. For
more information, visit us at
PeopleSoft intends to file a Schedule TO and a registration
statement on Form S-4 with the SEC with respect to its proposed
acquisition of J.D. Edwards. Solicitations and exchanges of J.D.
Edwards stock in connection with that acquisition will only be made
pursuant to the Offer to Exchange and related materials to be filed
with the SEC. PeopleSoft has also filed a Solicitation/Recommendation
Statement on Schedule 14D-9 for PeopleSoft's recommendation regarding
Oracle's tender offer. Stockholders should read each of these
documents and any amendments thereto because they contain important
information. These documents can be obtained without charge from the
www.sec.gov and from PeopleSoft at
Forward Looking Statements
This press release may contain forward looking statements. These
statements reflect PeopleSoft's and management's current beliefs and
are based on information currently available to PeopleSoft. These
statements are only predictions and actual results may differ
materially. For a more detailed discussion of information regarding
risks that may affect PeopleSoft's operating results, please refer to
PeopleSoft's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q. Additional risks, assumptions and uncertainties
relating to the proposed acquisition of J.D. Edwards and to Oracle's
tender offer are set forth in PeopleSoft's most recent filings with
the SEC. All forward looking statements are qualified by these
cautionary statements and are made only as of the date they are made.
PeopleSoft undertakes no obligation to update or revise these forward
CONTACT: PeopleSoft Lori Varlas, 877/528-7413 (Investor Relations) Email Contact Steve Swasey, 925/694-5230 (Public Relations) Email Contact