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Oracle Says Peoplesoft Move Entrenches Management


Oracle Says Peoplesoft Move Meant To Entrench Management

http://www.oracle.com/corporate/press/1809687.html?view=print

REDWOOD SHORES, Calif., June 17, 2003 -- Today, PeopleSoft (Nasdaq:PSFT) announced that it had amended its merger agreement with J.D. Edwards & Company (Nasdaq: JDEC). The effect of the amendment is to eliminate the required vote of PeopleSoft shareholders with respect to the merger.

Oracle (Nasdaq: ORCL) CEO Larry Ellison said, "PeopleSoft is doing everything it can to prevent its shareholders from voting. If PeopleSoft's Board is so convinced that the J.D. Edwards acquisition is a great deal, why won't THEY let their shareholders vote on it?"

Oracle intends to proceed with its offer.

+++ The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

ORACLE STANDS BY SHAREHOLDER CHOICE; CRITICIZES PEOPLESOFT'S TACTICS IN ACQUIRING J.D. EDWARDS

http://www.oracle.com/corporate/press/1808590.html?view=print

REDWOOD SHORES, Calif., Jun. 16, 2003 -- ( http://www.oracle.com/tellmemore/?1808590) Oracle Corp., (Nasdaq: ORCL) issued the following statement, which is attributable to Jim Finn, Oracle spokesperson:

"Here they go again. This is simply an attempt to take away the shareholders' vote. The last and only chance for shareholders to choose has been taken away from them again. If you consider that PeopleSoft and J.D. Edwards put together the best financing approach when they announced their original merger, this sub-optimal approach can only be a ploy to preserve management's self-interest. This move does not deter Oracle and our offer remains before shareholders."

+++ The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

###

>>> ORACLE STATEMENT REGARDING PEOPLESOFT'S REJECTION OF ORACLE'S TENDER OFFER

http://www.oracle.com/corporate/press/1806357.html?view=print

REDWOOD SHORES, Calif., Jun. 13, 2003 -- ( http://www.oracle.com/tellmemore/?1806357) Oracle Corp., (Nasdaq: ORCL) issued the following statement yeterday, which is attributable to Jim Finn, Oracle spokesperson:

"Oracle is disappointed that PeopleSoft's Board has put the self-interest of management over the best interests of PeopleSoft shareholders. In public statements, Mr. Conway has already unilaterally rejected Oracle's offer to acquire PeopleSoft - at any price and under any circumstances - even before the PeopleSoft Board had met to consider it. PeopleSoft's Board has also refused repeated requests to meet with Oracle to discuss our offer and they have refused to redeem the company's 'poison pill.'"

+++The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

###

>>> ORACLE STATEMENT REGARDING JD EDWARDS ALLEGATIONS

http://www.oracle.com/corporate/press/1808590.html?view=print

REDWOOD SHORES, Calif., Jun. 13, 2003 –

( http://www.oracle.com/tellmemore/?1806803) Oracle Corp., (Nasdaq: ORCL) issued the following statement, which is attributable to Jim Finn, Oracle spokesperson:

"Allegations raised in the JD Edwards lawsuit are nothing more than a smokescreen. This is a tactic designed solely to distract PeopleSoft shareholders from making a choice while PeopleSoft management remains intent on keeping hefty pay packages and neglecting the best interests of shareholders."

+++The solicitation and the offer to buy PeopleSoft's common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC's website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

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