This timeline highlights some of the key developments in Oracle's bid to buy PeopleSoft — a broad market control move following PeopleSoft's plan to acquire J.D. Edwards. Return to Oracle's Bid for PeopleSoft Overview

31 Mar 2004 PeopleSoft allowed the customer-assurance offer to lapse that guaranteed new customers a refund in case of a hostile takeover of PeopleSoft. PeopleSoft started the program in June 2003 as a way to fend off Oracle's bid and to reassure prospective customers.

12 Mar 2004 Oracle announced that the European Commission (EC) told Oracle it objects to the proposed takeover of PeopleSoft. During March and April 2004, Oracle and PeopleSoft responded to the objections in hearings before the EC although the EC has not disclosed the contents of the hearings. The EC must issue its final decision by 11 May 2004.

26 Feb 2004 The U.S. Department of Justice, joined by seven states (Hawaii, Maryland, Massachusetts, Minnesota, New York, North Dakota and Texas), filed a lawsuit in the U.S. District Court to block Oracle's bid. According to the Justice Department, the deal "would eliminate competition between two of the nation’s leading providers of human resource and financial management enterprise software applications, resulting in higher prices, less innovation and fewer choices" for enterprises.. On 26 February 2004, Oracle announced that its board of directors has decided to challenge the Justice Department's lawsuit. In addition, Oracle announced it has extended its tender offer for PeopleSoft to 25 June 2004.

23 Feb 2004 PeopleSoft sent proxy materials to shareholders and recommended that they vote for its own slate of candidates for the board of directors. PeopleSoft's shareholders will vote on the new directors at the annual shareholders meeting on 25 March 2004.

17 Feb 2004 Oracle sent out proxy materials urging PeopleSoft shareholders to tender their shares to Oracle, to vote to expand PeopleSoft's board to nine members and to approve the five candidates whom Oracle nominated for it.

11 Feb 2004 Oracle and PeopleSoft confirmed they were notified by the U.S. Department of Justice that its lawyers have recommended blocking the Oracle deal on antitrust grounds. The Justice Department will consider this recommendation before issuing its final decision, likely by early March 2004.

9 Feb 2004 PeopleSoft's board of directors voted unanimously to recommend that shareholders reject Oracle's latest tender offer.

4 Feb 2004 Oracle announced that it has raised its offer for PeopleSoft from $19.50 per share to $26 per share (a total of $9.4 billion in cash). The offer represents about a 19 percent premium over the closing price of PeopleSoft shares on 3 February ($22). Oracle also extended its tender offer to 12 March 2004.

23 Jan 2004 Oracle announced that it has nominated candidates for PeopleSoft's board of directors. PeopleSoft's shareholders will vote on the new directors at the company's annual meeting in April 2004.

12 Jan 2004 Oracle announced that CFO Jeff Henley will become chairman of the board, replacing Larry Ellison. Henley will step down as CFO when a replacement is found. Ellison will remain CEO. Safra Catz and Charles Phillips will become co-presidents to oversee daily operations; they will report to Ellison. The European Commission announced that it has suspended its detailed investigation of the proposed deal. The announcement postpones a final decision on whether the Commission would allow or oppose the deal, which it previously had to make by March 2004.

30 Dec 2003 Oracle reduced the credit line it had opened to fund its planned acquisition of PeopleSoft from $5 billion to $1.5 billion. Oracle said it has enough cash to pay for the deal.

19 Dec 2003 Oracle announced that it has extended its offer until 13 February 2004.

24 Nov 2003 Oracle reiterated its intention to pursue the bid.

17 Nov 2003 The European Commission announced it would make a detailed investigation of Oracle's bid for PeopleSoft. The Commission must issue its final decision by March 2004.

10 Nov 2003 Oracle asked the Delaware Court of Chancery to expedite its request for an injunction against PeopleSoft's customer assurance program, stating that the "poison pill" provision could force it to withdraw its offer.

6 Nov 2003 PeopleSoft shareholders filed a motion in the Delaware Court of Chancery, challenging PeopleSoft's customer assurance program.

23 Oct 2003 PeopleSoft announced its 3Q03 financial results. Excluding the impact of purchase accounting from the company's acquisition of J.D. Edwards, PeopleSoft posted a profit of $0.17 per share, 6 cents above analyst expectations. With costs of the J.D. Edwards acquisition included, PeopleSoft posted a net loss of 2 cents per share.

14 Oct 2003 IT industry media reported that Oracle extended the deadline for its bid to buy PeopleSoft for $19.50 per share from 17 October 2003 to 31 December 2003.

15 Sept 2003 PeopleSoft announced extended support for PeopleSoft v.8 and J.D. Edwards 5. In addition to standard technical support and software fixes, customers will get an extra year of upgrade scripts and an extra two years of regulatory and tax changes.

4 Sept 2003 Oracle extended the deadline for its bid to buy PeopleSoft from 19 September to 17 October 2003 and reiterated the offer price of $19.50 per share.

29 Aug 2003 PeopleSoft announced that it has purchased all remaining shares of J.D. Edwards that were not tendered in its acquisition on 18 July.

8 Aug 2003 Oracle extended the deadline for its bid to buy PeopleSoft from 15 August 2003 to 19 September 2003 and reiterated the offer price of $19.50 per share.

28 July 2003 Oracle said it would delay its legal attack on PeopleSoft's "poison pill" provisions, pending an outcome from the ongoing Department of Justice inquiry. No new trial date has been set, but it will likely start in September 2003.

24 July 2003 Oracle reiterated its bid to buy PeopleSoft for $19.50 per share. Oracle submitted documentation to securities regulators stating that the value of the transaction would be an estimated $7.25 billion (approximately $1 billion more than 14 July estimates) because PeopleSoft is issuing new shares to acquire J.D. Edwards.

18 July 2003 PeopleSoft announced that 88 percent of J.D. Edwards stock has been tendered to PeopleSoft. PeopleSoft will be filing long-form merger papers in the State of Delaware, and the acquisition of the remaining shares will likely close within 20 business days.

16 July 2003 PeopleSoft stated that J.D. Edwards stockholders will receive $14.7384 in cash, stock, or a combination of cash and stock for each share of J.D. Edwards common stock tendered, based on the exchange offer that is set to expire at midnight Thursday, 17 July 2003.

14 July 2003 The U.S. Department of Justice decided it will not issue a second request for information about PeopleSoft's bid to acquire J.D. Edwards. The Justice Department thus ends its investigation of the potential antitrust issues of this deal. PeopleSoft and J.D. Edwards announced that they expect to close the deal on 17 July 2003. Oracle extended the deadline for its bid to buy PeopleSoft from 18 July to 15 August 2003 and reiterated the offer price of $19.50 per share.

3 July 2003 Oracle extended the deadline for PeopleSoft stockholders to tender their shares from 7 July to 18 July 2003. Oracle said that almost 35 million PeopleSoft shares had been tendered, a little more than 10 percent of PeopleSoft's more than 315 million outstanding shares. PeopleSoft reported to the U.S. Securities and Exchange Commission that its Customer Protection Program could add up to $354 million to the cost of an Oracle takeover. Under the program, customers signing new PeopleSoft contracts would be paid two to five times the cost of the software licenses if Oracle acquires PeopleSoft.

2 July 2003 PeopleSoft announced that it would likely beat its earnings estimates for 2Q03. For the quarter, PeopleSoft expects to record software license revenue of $105 million to $115 million, $30 million to $40 million above Wall Street estimates. PeopleSoft also expects earnings per share of $0.13 to $0.14, compared with previous estimates of $0.11 to $0.12. PeopleSoft will issue its official report later in July.

30 June 2003 The U.S. Department of Justice issued a second request for information from Oracle and PeopleSoft. The two companies must provide more information, in greater detail, than they did for the first Justice Department request. Oracle wants the Justice Department to follow the same procedure for PeopleSoft’s planned acquisition of J.D. Edwards.

20 June 2003 Oracle attempted to reassure PeopleSoft customers by saying that Oracle "will continue to develop and improve PeopleSoft's products for at least the next ten years."

19 June 2003 PeopleSoft's board of directors rejected Oracle's revised offer to buy the company for $19.50 per share, or $6.3 billion in cash. PeopleSoft began executing its tender offer to buy J.D. Edwards for $1.7 billion in cash and stock. PeopleSoft will trade cash and its own stock to acquire shares from J.D. Edwards stockholders. The offer expires on 17 July 2003.

18 June 2003 Oracle raised its offer for PeopleSoft from $16 per share to $19.50 per share, or $6.3 billion in cash. The state of Connecticut said it would sue to stop Oracle's takeover of PeopleSoft

16 June 2003 PeopleSoft altered its offer to acquire J.D. Edwards from an all-stock offer to a combination of stock and cash.

13 June 2003 PeopleSoft filed a lawsuit to block Oracle's takeover bid and claimed that Oracle engaged in unfair trade practices.

12 June 2003 PeopleSoft's board of directors rejected Oracle's offer as too low. The company also said the deal would face burdensome antitrust and regulatory scrutiny and would restrict customers' choices. PeopleSoft CEO Craig Conway held an analyst conference to comment on the company's response to Oracle's offer. Oracle announced its results for fiscal fourth-quarter 2003 and fiscal 2003, ended 31 May 2003. Oracle reported a fiscal fourth-quarter net income of $858.1 million, up 31 percent from $655.9 million in fiscal 4Q02 (not including the 2002 equity-securities impairment charge of $104 million). Oracle Chairman Larry Ellison reaffirmed Oracle's intention to purchase PeopleSoft. Oracle filed pre-merger notification documentation with the U.S. Federal Trade Commission (FTC). J.D. Edwards filed two lawsuits against Oracle and demanded $1.7 billion in compensatory damages. Filings with the U.S. Securities and Exchange Commission indicate that J.D. Edwards would have to pay a $57 million penalty under certain circumstances to terminate its $1.7 billion merger agreement with PeopleSoft.

11 June 2003 According to trade press reports, Oracle said it was informed that PeopleSoft will not seek a restraining order to stop Oracle's bid. SAP has begun marketing itself to PeopleSoft and J.D. Edwards customers as an alternative provider.

6 June 2003 Oracle announced an unsolicited offer to acquire PeopleSoft for $5.1 billion in cash. PeopleSoft's management gave an extremely negative initial response, accusing Oracle of pursuing nothing more than a marketing ploy.

2 June 2003 PeopleSoft announced a definitive agreement to acquire rival enterprise resource planning (ERP) vendor J.D. Edwards (JDE) for $1.7 billion in stock. Regulators and both companies' shareholders must approve the deal, expected to close by early 4Q03. The merged entity would have combined annual revenue of $2.8 billion and would be the second-largest enterprise application software vendor behind SAP.