DENVER--(BUSINESS WIRE)--June 12, 2003--J.D. Edwards (NASDAQ:
announced today that it has filed suit in Colorado state court
claiming that Oracle (NASDAQ:ORCL) has tortiously interfered with its
proposed merger with PeopleSoft (NASDAQ:PSFT) announced on June 2,
2003. The suit seeks $1.7 billion in compensatory damages and an
unspecified amount in punitive damages.
J.D. Edwards is also filing suit in California state court against
Oracle and two of its executives. The California suit alleges that
Oracle, Larry Ellison, Oracle chairman and chief executive officer,
and Chuck Phillips, Oracle executive vice president, have engaged in
wrongful conduct and unfair business practices. It seeks an injunction
that enjoins Oracle from proceeding with its tender offer for
"Oracle's sole aim is to disrupt a merger that will create value
for the key stakeholders of J.D. Edwards and PeopleSoft," said Bob
Dutkowsky, Chairman, President and CEO of J.D. Edwards. "Oracle's
unsolicted offer for PeopleSoft will only destroy value for our
companies' shareholders, customers and employees and the technology
community overall. We will not sit by idly while Oracle pursues this
arrogant, unlawful and destructive course of action."
Copies of the complaints will be available on J.D. Edwards'
About J.D. Edwards & Company
J.D. Edwards (NASDAQ:
JDEC) makes customers stronger, enabling them
to solve their most important business challenges. The company
designs, develops and markets collaborative enterprise software and
consulting, education, and support services. J.D. Edwards' offerings
are differentiated by a deeply ingrained attitude of listening to
customers, innovating on their behalf, and delivering solutions as
part of a results-oriented relationship. Founded in 1977 and
headquartered in Denver, Colo., J.D. Edwards focuses on long-term
business partnerships and helping its 6,700 customers in more than 110
countries manage their business processes, supply chains, enterprise
assets, and supplier and customer relationships. For more information:
www.jdedwards.com or 1-800-727-5333.
On June 2, 2003, J.D. Edwards announced that it had entered into a
merger agreement with PeopleSoft, Inc. under which J.D. Edwards'
business and PeopleSoft will be merged, and J.D. Edwards will become a
wholly owned subsidiary of PeopleSoft. The transaction is anticipated
to close in the late third or early fourth calendar quarter. The
transaction is subject to regulatory review, approval by the
respective companies' stockholders and other customary conditions.
Additional Information About the Merger and Where to Find It
PeopleSoft intends to file with the Securities and Exchange
Commission (the "SEC") a registration statement that will include a
joint proxy statement/prospectus of PeopleSoft and J.D. Edwards, and
other relevant documents in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS OF PEOPLESOFT AND J.D. EDWARDS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PEOPLESOFT, J.D. EDWARDS AND THE PROPOSED
MERGER. The proxy statement/prospectus and other relevant materials
(when they become available) may be obtained free of charge at the
SEC's website at
www.sec.gov. A free copy of the joint proxy
statement/prospectus and other relevant materials (when they become
available) may also be obtained from PeopleSoft and J.D. Edwards. In
addition, investors and security holders may access copies of
documents filed with the SEC by PeopleSoft on PeopleSoft's website at
www.peoplesoft.com, and by J.D. Edwards on J.D. Edwards' website at
J.D. Edwards and its respective officers and directors may be
deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the transactions contemplated
by the proposed merger. A description of the interests of the
directors and executive officers of J.D. Edwards is set forth in J.D.
Edwards' proxy statement for its 2003 annual meeting, which was filed
with the SEC on February 21, 2003. Investors and security holders may
obtain additional information regarding the interests of such
potential participants by reading the definitive proxy
statement/prospectus and the other relevant documents filed with the
SEC when they become available.
CONTACT: J.D. Edwards & Company Investor Contact: Etta West, 303/334-4772 Email Contact or Media Contact: Victor Chayet, 303/334-5701 303/885-9670 (cell) Email Contact