EX-99.(A5)(XXXVIII) 3 dex99a5xxxviii.htm TEXT OF MATERIAL PREPARED FOR PRESENTATION TO ANALYSTS, DATED 7/9/2003 Text of material prepared for presentation to analysts, dated 7/9/2003

Exhibit (a)(5)(xxxviii)

 

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Acquisition Strategy

 

Safra Catz

Chuck Phillips

 

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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, as amended June 18, 2003. 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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Acquisitions at Oracle—Things to Know

 

    We’ve done 30 acquisitions and know how to integrate them
    Most have been small to date
    No single one is essential to our growth
    Have the infrastructure to handle multiple transactions simultaneously

 

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Acquisition Types

 

    Incremental customer segments in existing markets
    Platform extension/enhancement
    New market segment entry
    Industry vertical market expertise

 

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M&A—Why Now?

 

    Industry in new phase of consolidation
    Customers want us to become even more strategic and expand our footprint
    More reasonable prices
    Oracle’s relative strength more apparent
    We can absorb larger acquisitions without distraction

 

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M&A—Minimum Requirements

 

    Advances 5-year strategic plan
    Accretive from operations within a year
    Discounted cash flows compelling
    Can be revamped to meet Oracle margins and cash flow standards

 

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Acquisitions—Additional Benefits

 

    Management talent
    New partners
    Cross and Up sell opportunities
    Next ideas and hidden jewel products

 

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Acquisitions—What We Don’t Do

 

    Deals to make a quarter
    Deals from a position of weakness
    Deals in product areas or markets we haven’t been analyzing for quarters or years
    Deals for any other reason than furthering Oracle’s growth
    Anything without full support of our board

 

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M&A—Part of Broader Plan to Extend Our Reach

 

    One peg in a broader strategic plan to augment, not supplant, organic growth
    Will acquire but also partner more
    Partnerships and OEM relationships will play a larger role
    Leverage the broader Oracle economy more directly and creatively
    More innovative go to market strategies

 

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PeopleSoft /Update

 

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First, Let’s Keep Things in Perspective...

 

    We have over 3x the cash
    We have 5x employees than PeopleSoft
    We generated nearly 8x PeopleSoft’s revenue last year
    We have 16x the market capitalization
    We generate more cash flow per year than they have annual revenue even with JDEC

 

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Our Perspective on This Deal

 

    We’re committed to this transaction
    It would be good for all shareholders and customers involved… but
    This is NOT make or break for our apps business

 

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For Oracle Shareholders

 

    Accretive from operations
    #2 Worldwide
    5100 additional customers
    Downstream revenue on the technology side of the business
    Low risk acquisition
    Shrinks the market share lead of SAP

 

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For PeopleSoft Shareholders

 

    Cash in hand; no exit risk
    Avoid uncertainty of PSFT-JDEC 4-product-line merger across two states
    The offer price is 48% above where the stock was trading ex cash pre-offer on June 5th
    Avoid risk of PSFT Q3 pipeline drainage because of money-back guarantee or other novel techniques

 

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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 %)

 

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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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PeopleSoft Customer benefits

 

    Extended support for P7 and P8; 10-year Public Commitment
    Critical mass supplier; Larger apps development budget; less risk
    More global support and consulting organization
    One stop support for apps and database
    Don’t have to watch limited PeopleSoft developer dollars go to JDEC integration and migration

 

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IF PeopleSoft Customers CHOOSE to Migrate..

 

    We have access to PeopleSoft developers and code base to build robust migration scripts
    Unlike other vendors, we can present cost effective outsourcing as a migration option
    Free like license-for-license upgrade to the E-business Suite

 

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Oracle Customers—Business as Usual

 

    Current Oracle E-business applications will continue on their current schedule
    Customers will continue to enjoy Oracle’s award-winning global support
    … and appreciate the fact they made the right choice

 

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Deal Dates

 

    5 June—PSFT closes at $15.11
    6 June—Oracle tender offer announced at $16; letter sent to PeopleSoft board
    18 June—Announced Offer increased to $19.50
    30 June—Second request from DOJ/HSR
    14 July—DOJ initial review period ends for JDEC-PSFT
    17 July—End of exchange offer period for JDEC-PSFT
    18 July—Oracle tender offer period ends

 

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QUESTIONS & ANSWERS

 

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