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PeopleSoft Board Of Directors Rejects Oracle's Unsolicited Offer

PeopleSoft Board Of Directors Rejects Oracle's Unsolicited Offer

(June 13, 2003) - PeopleSoft, Inc.'s Board of Directors voted unanimously this week to recommend that stockholders reject Oracle's unsolicited offer to purchase all of the outstanding shares of PeopleSoft for $16 per share in cash. The Board concluded that the offer would face lengthy antitrust scrutiny, with a likelihood that approval would not be granted. The Board believes that the delays and uncertainties created by Oracle's offer, coupled with Oracle's stated intent to discontinue PeopleSoft's products, represent a threat to stockholder value. "The unsolicited and hostile nature of the offer, combined with Oracle's statements, is designed to disrupt the Company's strong momentum at significant cost to PeopleSoft's customers," according to a statement from PeopleSoft. "As a result, after careful consideration the Board, including a committee of independent directors, unanimously recommends that PeopleSoft stockholders reject the offer and not tender their shares to Oracle."

"Oracle's offer seeks to enrich Oracle at the expense of PeopleSoft's stockholders, customers and employees," said PeopleSoft president and CEO Craig Conway. "We believe that Oracle's proposed acquisition of PeopleSoft would stifle competition and limit customer choice. PeopleSoft remains steadfastly focused on providing our customers with superior products and services, and we will not let Oracle's tactics interfere with our business."

The Board reaffirmed its commitment to PeopleSoft's acquisition of J.D. Edwards, noting that the combination will provide enhanced value for stockholders and accelerate PeopleSoft's competitive position.

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