PeopleSoft holds out for the money

Spooked by souring market sentiment and months of internecine verbal jousting, PeopleSoft has adopted a conciliatory line to shareholders that it will not sell them short and is willing to wait until Oracle Corporation's unsolicited offer hits the right price.

But it will not yet say officially it sacked CEO Craig Conway over his vehement opposition to the deal. Rather, the official line is that Conway was forced out by a unanimous board decision in the best interests of the company.

Commenting on evidence tendered before a Delaware court by PeopleSoft board member Steven Goldby, PeopleSoft director of corporate public relations Steve Swasey said the full board "terminated Craig Conway - there was no need to embellish it. It comes down to disclosing what is appropriate".

By appropriate, Swasey said, he meant shareholders and end users needed to appreciate that while the company will and often cannot comment publicly on boardroom machinations, they will reveal their position in court when forced to answer on the witness stand.

As such, the witness stand effectively becomes a de facto press office where the company can state its position without ruffling the legal feathers of market regulators.

"Goldby very clearly said that the board did not approve of that type of commentary," Swasey said of Conway's public resistance to Oracle's unsolicited offer.

"You have to get under the hood. The transaction committee [looking at the Oracle offer] is made up of independent directors. Conway never met with the transaction committee. The idea that Conway rejected Oracle's unsolicited offer is wrong ... it was the full board [that rejected it because] it undervalued the company," Swasey said.

Again declining to spell out what was on the company's mind, Swasey said more insight was likely to come to light as more PeopleSoft board members took the stand with director Mike Maples and Craig Conway still due to give evidence.

"There's nothing new here. The only thing new is that a board member testified in public about a range of things," Swasey said.

A spokesperson for Oracle Corporation said the company did not intend to comment on the matter.

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