EX-99.(A)(102) 2 f97751a4exv99wxayx102y.txt EXHIBIT (A)(102) EXHIBIT (a)(102) PEOPLESOFT BOARD RECOMMENDS STOCKHOLDERS REJECT ORACLE'S REDUCED UNSOLICITED OFFER PLEASANTON, CALIF. - MAY 26, 2004 - PeopleSoft, Inc. (Nasdaq: PSFT) announced today that its Board of Directors unanimously recommends that PeopleSoft stockholders reject Oracle Corporation's (Nasdaq: ORCL) reduced unsolicited offer to purchase all PeopleSoft shares for $21.00 per share and not tender their shares to Oracle. The Board made its recommendation after careful consideration, including a thorough review with its financial and legal advisors, and acted upon the recommendation of its Transaction Committee of independent directors. The Board also received the opinions of Citigroup Global Markets Inc. and Goldman, Sachs & Co. that as of May 25, 2004 the Oracle offer was inadequate from a financial point of view. The Board concluded that the reduced offer is inadequate and does not reflect PeopleSoft's real value. The Board also believes that there is a significant likelihood that the transaction will be prohibited under antitrust law. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 12,200 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. IMPORTANT ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and disruption to our business arising from the Oracle tender offer; economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q for more information on the risk factors that could cause actual results to differ. CONTACTS Steve Swasey PeopleSoft, Inc. Public Relations (925) 694-5230 steve_swasey@peoplesoft.com Bob Okunski PeopleSoft, Inc. Investor Relations (877) 528-7413 bob_okunski@peoplesoft.com Joele Frank/Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 jf@joelefrank.com/ewb@joelefrank.com