EX-99.(A)(5)(XVIII) 6 dex99a5xviii.htm INVESTOR PRESENTATION BY PARENT, DATED JUNE 18, 2003. Investor presentation by Parent, dated June 18, 2003.

Exhibit (a)(5)(xviii)

ORACLE®


Disclaimer

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 and plans to amend today. 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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Oracle’s Revised Offer

Increased to $19.50 per share based on direct feedback from shareholders representing a majority of PeopleSoft shares

Daily Closing Price from February 5, 2003 to June 5, 2003

[CHART]

Oracle Offer: $19.50

Period

Average
Stock Price
Avg. Price

Net of Cash(1)

6/5/2003
$15.11
29.1%
47.9%
5-Day
15.34
27.1%
44.3%
10-Day
15.43
26.4%
43.0%
30-Day
15.68
24.4%
39.3%
60-Day
15.84
23.1%
37.1%
90-Day
16.52
18.0%
28.2%

 

 (1) Represents premium to the average price excluding $5.95 per share in cash.

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$19.50 Per Share:
Premium Valuation

PeopleSoft for Oracle for PeopleSoft
J.D. Edwards(2) Original Revised
Price Per Share $14.10 $16.00 $19.50

Market Capitalization (in millions)

$1,760 $5,123 $6,331
Enterprise Value (in millions) $1,359 $3,171 $4,379
   
Implied Multiples(1)  
FY03 Revenue 1.6x 1.7x 2.3x
FY04 Revenue 1.5x 1.5x 2.1x
   
Price Per Customer (in thousands) $205 $622 $859

(1) Revenue projections for all companies are from Prudential Financial reports dated May 28, 2003. PeopleSoft's fiscal year ends on December 31 and J.D.Edwards' fiscal year ends on October 31.
(2) Implied stock price based on 0.86 exchange ratio on PeopleSoft's closing price of $16.39 on May 30, 2003 (per merger announcement on June 2, 2003).

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Why Are We Doing This?

  • The highly-fragmented applications market is ripe for consolidation
  • Management has been actively reviewing enterprise applications vendors that meet our acquisition criteria
  • Management has held discussions with PeopleSoft in the past and has been following developments at the company
  • J.D. Edwards transaction drove the timing

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Company Highlights
($ in millions)

 
Oracle(1)
PeopleSoft(2)
Market Capitalization
$72,246
$4,822
Cash and Short-Term Investments
$6,519
$1,933
Enterprise Value
$66,056
$2,869
LTM Revenue
$9,475
$1,926
LTM Operating Margin
36.3%
13.0%
LTM Cash Flow from Operations
$3,023
323
Number of Applications Developers
$4,987
$2,379(3)
Employees
$40,650
8,180

(1) Market capitalization and Enterprise Value as of 6/11/2003. LTM ended May 31, 2003 (per June 12, 2003 Company Press Release).
(2) Market capitalization and Enterprise Value as of 6/5/2003. LTM ended March 31, 2003 (per December 31, 2002 10-K and March 31, 2003 10-Q).
(3) Includes PeopleTools (per December 31, 2002 10-K).

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Applications Market
Is and will continue to be fragmented and highly competitive

Market Size

$23.5 billion
ERP Apps

$8.5 billion
SCM Apps

$6.4 billion
CRM Apps

Market Share
         
[CHART]
[CHART]
[CHART]
         

Source: Latest available IDC data; ERP as of 2002, SCM and CRM as of 2001.

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Historical Performance –
Oracle vs. PeopleSoft

One Year Indexed Share Price Performance
June 6, 2002 – June 5, 2003

Returns
ORCL
PSFT
Nasdaq
6 Months
18.4%
(16.4%)
15.7%
1 Year
63.9%
(28.3%)
5.9%
Since May 24, 1999(1)
115.9%
(9.5%)
(32.9%)
5 Years
209.1%
(67.1%)
(7.7%)

Note: Share price performance shown prior to Oracle‘s cash tender offer announcement on June 6, 2003.
(1) Date Craig Conway began employment at PeopleSoft.

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Oracle + PeopleSoft = A Compelling
Combination for Our Shareholders

  • Meaningful positive impact on future financial results
  • A straightforward business integration plan with minimal execution risk
  • Richest product offering: utilize best features of PeopleSoft’s products to enhance future versions of Oracle E-Business Suite
  • Significantly strengthen Oracle’s ability to compete in enterprise applications against SAP, Microsoft and others

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Opportunity for Significant
Cost Savings


  • Sales and Marketing:
    Oracle will not market or sell
    PeopleSoft Products to new customers
     

PeopleSoft
Employees: 8,293

 

[CHART]

 

Source: PeopleSoft 10-K for year ended
December 31, 2002. 8,180 employees
as of March 31, 2003.


  • Research and Development:
    Future development will focus primarily on the next generation Oracle programs (including the best features of PeopleSoft programs) and migration programs
 

  • Finance, Administration and Systems:
    Significant redundancies, PeopleSoft
    will be run on Oracle’s Global Single
    Instance (GSI)
 

  • Oracle management team is
    experienced in reducing costs and
    streamlining operations
 

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Oracle Customers –
Business as Usual

  • Existing Oracle E-Business Suite applications will continue on their current schedule
  • Advanced features from existing PeopleSoft applications will be incorporated into next-generation Oracle products
  • There will be no disruption of customer relationships with existing Oracle sales reps and support staff 
  • Customers will continue to enjoy Oracle’s award-winning global support

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PeopleSoft Customers –
Graceful Migration Path

  • No forced migration
  • Free comparable license upgrade to Oracle E-Business Suite utilizing robust migration tools
  • Future applications will incorporate customer input and best features from Oracle and PeopleSoft applications
  • Award-winning global support organization
  • Commitment to total customer satisfaction

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Our New, Combined Customer
Opportunities

  • Extensive cross-selling opportunities as customers migrate to the E-Business Suite
  • Additional revenues from customers who migrate to Oracle’s low-cost outsourcing
  • Opportunity for new Oracle technology sales

 13


PeopleSoft Financial Performance
($ in millions)

 

Oracle Operating Margins(1)

   
FY 2002
FY 2003
FY 2004E
   
36.9%
36.3%
36.5%
         
[CHART]
 
[CHART]
         
Revenues
 

Operating Income and Margin

         

Note: Projections for PeopleSoft exclude effect of announced J.D. Edwards merger and are from May 28, 2003 report by Prudential Financial.
(1) Actual results for fiscal years 2002 and 2003. FY 2004E operating margin projection is from May 28, 2003 report by Prudential Financial.

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Deterioration is Accelerating
What is PeopleSoft really worth as a stand-alone entity?

[CHART]

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Cash vs. High Risk Merge
Our $19.50 cash offer is compelling, certain and provides value today

  • PeopleSoft’s proposed merger with J.D. Edwards is strategically questionable, fraught with execution risks, and requires a long term wait-and-see (and hope) approach
  • How will PeopleSoft:

    – Enhance and extend three product lines with limited development resources?
    – Take on three different programming languages and data models?
    – Offset the 50% smaller deal sizes inherent in the mid-market with increased volume?
    – Compensate for J.D. Edwards’ historical single-digit operating margins?
    – Fix its negative growth problem by buying an unprofitable, AS/400-reliant, software company?

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Corporate Governance
PeopleSoft’s reaction: whose interests come first?

  • “I could imagine no price nor combination of price and other conditions to recommend accepting the offer to our shareholders.”

– Craig Conway, June 7,
Interview with Germany’s Euro am Sonntag newspaper

  • Poison pill may prevent a transaction unless removed by Board / Management
  • We have repeatedly asked to meet with the PeopleSoft Board to discuss our offer
  • PeopleSoft’s Board / Management amended the PeopleSoft / J.D. Edwards merger agreement to eliminate the ability for shareholders to vote

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PeopleSoft Shareholders
Next Steps 

  • We will not purchase PeopleSoft shares and PeopleSoft shareholders cannot choose to sell their shares to Oracle until the PeopleSoft Board redeems or amends its poison pill
  • Call PeopleSoft and demand that they:

    – Remove the poison pill
    – Agree to meet with Oracle to discuss the offer

Make sure your interests, as a shareholder, come first:
Call PeopleSoft at (800) 380-SOFT (7638)

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ORACLE®