The judge presiding over the U.S. Department of Justice's (DOJ) attempt to block Oracle's proposed takeover of rival software maker PeopleSoft ruled in Oracle's favour on Thursday, removing one obstacle preventing the hostile acquisition.
The decision means Oracle's fifteen-month campaign to buy PeopleSoft through a US$7.7 billion cash tender offer to PeopleSoft's shareholders will continue.
"Because plaintiffs have not shown by a preponderance of the evidence that the merger of Oracle and PeopleSoft is likely substantially to lessen competition in a relevant product and geographic market ... the court directs the entry of judgment against plaintiffs and in favor of defendant Oracle," U.S. District Court for the Northern District of California Judge Vaughn Walker wrote in his ruling.
The decision is a setback for PeopleSoft and a significant blow to the DOJ, but it's far from a green light for Oracle. From the start, the biggest obstacle to the deal has been PeopleSoft's "poison pill," an anti-takeover provision in its bylaws that allows it to manipulate its shares to make a hostile acquisition prohibitively expensive. Oracle is challenging the legality of PeopleSoft's poison pill; trial on that case is scheduled to commence Sept. 27 in Delaware's Court of Chancery.
Oracle in a first reaction to the ruling said that it removes a significant roadblock to the acquisition. "This decision puts the onus squarely on the board of PeopleSoft to meet with us and to redeem their poison pill so that the shareholders can accept our offer," Oracle Chairman Jeffrey Henley said in a statement.
However, Oracle also has to convince PeopleSoft's shareholders to take advantage of its buyout offer. The company is offering US$21 per share. So far, only 21.7 million of PeopleSoft's shares, 6 percent of the company's outstanding total, had been tendered into Oracle's offer as of Aug 27. That percentage may rise with the DOJ's defeat, as shareholders anticipate a better chance Oracle's bid will be successful.
PeopleSoft's shares (PSFT) ended trading Thursday on the Nasdaq exchange at US$17.95. The shares bounced up 15.26 percent in after-hours trading to US$20.69.
Oracle and PeopleSoft also remain locked in another legal battle in California's Alameda County Superior Court, where PeopleSoft has charged Oracle with unfair business practices. Oracle countered with a complaint accusing PeopleSoft of illegally refusing to seriously evaluate Oracle's bid, and of improperly creating a "customer assurance program" that could make an Oracle acquisition of PeopleSoft very costly if Oracle. The case is schedule for trial in November.
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