PeopleSoft takes stockholders into confidence

BANGALORE: PeopleSoft, Inc.’s Board of Directors released the following

letter to PeopleSoft stockholders reaffirming its position that Oracle’s

tender offer is not in their best interests:






We, the Directors of PeopleSoft, want you to know why we concluded that the
hostile tender offer made by Oracle is not in the best interests of

stockholders. We believe that PeopleSoft's current strategy, including the

acquisition of J.D. Edwards, represents the best way to maximize the value of

your investment in PeopleSoft.






The merger of J.D. Edwards and PeopleSoft is a strong and financially compelling
business combination. The complementary strengths of these two companies will

enable PeopleSoft to address a broader segment of the enterprise software market

and expand its product offering. PeopleSoft's leadership in the large enterprise

space complements J.D. Edwards' strength in the mid-market, while PeopleSoft's

leadership in service industries is complemented by J.D. Edwards' strength in

asset intensive industries. 






The combined company will provide over 11,000 customers with unparalleled
innovation, the broadest product choice and the highest level of service in the

industry. The combination will drive additional stockholder value through

expanded operating margins and increased earnings per share.






In contrast, we believe the tender offer Oracle has made poses extraordinary
risks and is destructive to stockholder value.



· The combination of PeopleSoft and Oracle faces many months of delay for
review by antitrust authorities and a significant likelihood that, in the end,

the transaction would be blocked as anticompetitive.






· Oracle's statements regarding its plans for PeopleSoft's products create
serious uncertainty as to the level of support and enhancements that PeopleSoft

customer could expect. Customers will not commit millions of dollars to

enterprise software that is subject to such uncertainties. Employees will not

remain with a company when its business vitality and their future are in doubt.

If we had recommended that the offer be accepted, and the transaction was not

completed, the damage to stockholder value could be enormous.






· The offer by Oracle is conditional and can be withdrawn at any time, adding
to the risk that the transaction would never be completed.






We believe that the offer Oracle made severely undervalues PeopleSoft based on
its financial performance and future opportunities. Furthermore, the massive

downside risk is a critical consideration in evaluating any Oracle transaction.






PeopleSoft has a better plan, one that provides superior value and greater
certainty for stockholders. The Board appreciates your support and we remain

committed to you, the stockholders of PeopleSoft.






The PeopleSoft Board of Directors