仁科对付甲骨文有奇招

PeopleSoft Refund Program Is Another Obstacle For Oracle

PeopleSoft Inc.'s (PSFT) unusual money-back guarantee not only helped it avoid a second-quarter shortfall, but fortifies its defenses against Oracle Corp.'s (ORCL) hostile takeover.

Oracle could be on the hook for up to $354 million in refunds if it acquires PeopleSoft in the next year and says it will stop selling or updating PeopleSoft's products within two years, PeopleSoft said in documents filed Thursday with the Securities and Exchange Commission.

Although the money-back guarantee gave PeopleSoft customers an incentive to buy, it also "provides some additional measure of a poison pill" or takeover defense against Oracle, said Ken Marlin , managing partner of Marlin & Associates, a boutique New York investment bank.

In the tumultuous final weeks of June, PeopleSoft promised its customers refund payments equal to two to five times their software license fees, under certain circumstances, in the case of a takeover. The guarantee was included in about half of its second-quarter transactions, executives said.

PeopleSoft, which has rejected two proposals from Oracle, said in Thursday's filing that it "hopes that any acquirer would continue the support and development of our products." It also said it's unlikely the refunds will ever be exercised.

Oracle accused its rival of using "one-time gimmicks" to avoid a quarterly shortfall and putting management's interests above those of shareholders.

"This is a scorched-earth policy that is meant to entrench management and reduce the value of the company," said Jim Finn, an Oracle spokesman, when asked about the money-back guarantee.

When Oracle announced its takeover plans June 6, executives initially said they would stop developing and selling PeopleSoft's products. Oracle since has eased its stance and now promises to provide support to PeopleSoft customers for 10 years.

"We have consistently said the acquisition doesn't make any sense unless we can keep those customers happy, and that's going to be our goal," said Jennifer Glass, another Oracle spokesperson.

But PeopleSoft's guarantee goes beyond Oracle and beyond providing product support. It would require any acquirer to continue selling licenses to new customers and provide updates or new releases of PeopleSoft products.

Some observers said Oracle's liability from the money-back guarantee is small since customers are unlikely to ask for a refund on long-term, complicated software projects. "Oracle will try to treat customers in such a way there's no need for them to ask for their money back," said Marlin .

The money-back guarantee aside, investors and analysts said PeopleSoft's better-than-expected second quarter may force Oracle to raise its $19.50-a-share bid if it hopes to succeed. Oracle's current tender offer expires at midnight New York time Monday, unless the offer is extended.

"Given PeopleSoft's strong (second-quarter) results, we believe Oracle's offer would have to be toward the higher end of our original $20-to-$25 range" of potential offers, wrote Neil Herman, an analyst at Lehman Brothers, in a research note Thursday.

He rates PeopleSoft stock at overweight, Oracle's at equal weight and doesn't own either stock. Lehman may be seeking to provide investment-banking services to PeopleSoft in the next three months.

PeopleSoft shares ended Thursday's holiday-shortened session down 14 cents, or 0.8%, at $17.84. It is trading at an 8.5% discount to Oracle's all-cash offer as investors remain skeptical Oracle will ultimately succeed. Oracle shares closed Thursday down 30 cents, or 2.4%, at $12.15.
仁科对付甲骨文有奇招

仁科(PeopleSoft Inc., PSFT)不同寻常的退款保证不但帮助本公司避免了第二财政季度收益不达标，而且也为其对抗甲骨文(Oracle Corp., ORCL)的敌意收购增加了本钱。

仁科在周四提交给美国证券交易委员会(SEC)的文件中称，如果甲骨文能在明年成功收购仁科，并宣布将在两年内停止销售或升级仁科的产品，它将面临著退款3.54亿美元的局面。

Marlin & Associates的执行合伙人Ken Marlin称，退款保证能刺激销售，而且它还是对付甲骨文收购的另一个手段。

在6月的最后几周，仁科向它的客户保证，在公司被收购以及一些特定的前提下，客户会获得相当于所付软件许可费2-5倍的退款。公司管理人士称，第二季度销售的约一半产品都适用于这项保证。

一些观察家称，甲骨文因此项保证而需承担的退款额可能不大，因为客户不会为一个长期、复杂的项目要求退款。Marlin说，甲骨文可能会采取措施令用户觉得没有要求退款的必要。

除了退款保证外，投资者和分析师称，如果甲骨文希望能收购成功，那仁科好于预期的第二季度业绩可能会迫使它上调目前每股19.50美元的收购出价。

仁科周四再次重申，甲骨文出价63亿美元的收购要约低估了仁科的价值。

继甲骨文于周四早些时候决定将其收购要约到期期限从7月7日延长到7月18日之后，仁科发表声明称，此项收购要约涉及“无法接受的风险”。但该公司没有对此进行详细的说明。

早些时候，甲骨文曾表示，截至周四，公司已经获得了3,470万股仁科股票。而仁科在其声明中称，这部分股票仅占公司流通股不到11%，未引起广大股东的兴趣，这进一步证明，甲骨文的出价低估了仁科的价值。

仁科软件销售呈现旺势

PeopleSoft Defies Expectations By Showing Strong Sales Data

PeopleSoft Inc. defied expectations that a hostile takeover bid by Oracle Corp. would scare away its software customers -- and its shares barely budged. The muted reaction indicates that, for now, investors care more about PeopleSoft's complicated three-way merger saga than sales of its software.

In a conference call Wednesday, just two days after the end of the second quarter, PeopleSoft Chief Executive Craig Conway crowed that new-software sales had exceeded not just analysts' lowered expectations, but PeopleSoft's own projections before Oracle launched its takeover bid. Mr. Conway called the customer support "an undeniable vote of confidence."

Yet investors shrugged. PeopleSoft shares rose 19 cents to $17.98 in 4 p.m. trading Wednesday on the Nasdaq Stock Market.
That is because investors are valuing the company largely by handicapping the merger fight, in which PeopleSoft is trying to acquire J.D. Edwards & Co., while simultaneously fending off Oracle. So for many investors, PeopleSoft's unexpected sales strength was actually bad news -- because it makes it less likely that Oracle's $19.50-a-share offer will succeed. And if Oracle fails, the thinking goes, PeopleSoft shares will fall -- back toward $15 or so where they were trading before Oracle launched its bid on June 6.

"You have this bizarre bipolar tugging on PeopleSoft," said Robert Chapman, Jr., managing member of Chapman Capital LLC, an arbitrage firm in El Segundo, Calif., who Wednesday bought more than 100,000 shares of PeopleSoft on the news.

Oracle's decreased chance of success pushes PeopleSoft shares lower, Mr. Chapman says. He is buying PeopleSoft, he says, because "I'm more and more comfortable that even if Oracle goes away, the downside is much less scary."

The situation is so confusing that even Mr. Conway, the CEO, finds himself rooting for a lower share price -- because a price closer to Oracle's offer of $19.50 is an indication investors expect the deal to go through.

At the same time, PeopleSoft needed to post solid revenue for the second quarter to prevent its shares from falling too far, which could have increased pressure on the board to accept Oracle's offer.

PeopleSoft said new software-licensing deals, the most closely watched indicator of its prospects, totaled $105 million to $115 million in the three months ended Monday. That was far higher than the $65 million many analysts had predicted after Oracle launched its bid early last month and even higher than the $85 million to $95 million that PeopleSoft had forecast back in April. In last year's second quarter, PeopleSoft had licensing revenue of $131.9 million.

The company said total revenue in the quarter would be $490 million to $500 million, up from $482.2 million a year ago. PeopleSoft said it expects earnings per share of 10 cents or 11 cents. Excluding costs related to previously announced restructuring, PeopleSoft said it would report earnings of 13 cents or 14 cents a share, above the 10-cent-a-share consensus estimate of analysts surveyed by Thomson First Call.

PeopleSoft executives acknowledged that the company pulled out all the stops to boost quarterly revenue, offering customers as much as five times their money back if PeopleSoft is acquired and the buyer doesn't continue to develop its software. Chief Financial Officer Kevin Parker said more than half of PeopleSoft's deals signed during the quarter included such guarantees. But he said PeopleSoft didn't offer "extraordinary " discounts to win sales.

For its part, Oracle dismissed the unexpectedly strong results, saying they were based on "one-time gimmicks ... from a company desperate to put up numbers for a single quarter." Oracle said PeopleSoft's results wouldn't affect its offer.

PeopleSoft's strategy to entice customers with rebates represents an unusual defensive strategy against a hostile bid. The company also is relying on takeover defenses and concerns over the antitrust implications of an Oracle takeover. The Justice Department this week requested more information about antitrust implications, a process that could take months.

Oracle's bid is scheduled to expire Monday, but the company is likely to extend the offer. If it does, it will disclose how many shares have been tendered through that date, possibly providing a glimpse into investor sentiment. Oracle hasn't ruled out sweetening its bid, but people familiar with the situation said that isn't likely to happen next week.

Some investors questioned whether PeopleSoft may have weakened future sales by enticing customers into signing deals by Monday. "There's a perception that if the [Oracle] deal doesn't go through, [PeopleSoft is] looking at a much leaner pipeline" for future deals, said Kevin Landis, president of Firsthand Capital Management Inc. in San Jose, Calif. Mr. Landis sold his previous holdings in PeopleSoft before the takeover drama but said he is looking to get back in at the right price.
仁科软件销售呈现旺势

仁科(PeopleSoft Inc.)用事实有力反驳了甲骨文(Oracle Corp)敌意收购将吓跑其软件客户的说法，但其股价却几乎纹丝不动。这种平静反应表明，目前投资者更关心的是仁科错综复杂的三角收购事宜，而不是公司软件的销售业绩。

仁科首席执行长Craig Conway在昨日的电话会议上宣布，新软件的销售不仅超出了分析师下调后的预期，也高于甲骨文发出收购要约前公司的自身预期。

但是，投资者对此置若罔闻。仁科的股价收盘仅上涨19美分，至17.98美元。

这是因为投资者对该股价值的评判主要取决于它是否能够阻止这场并购之争。仁科正试图收购J.D. Edwards & Co.，同时遏止甲骨文对自己的敌意收购。因此对许多投资者来说，仁科出人意料的销售强势实际上是不利的消息，因为这使甲骨文每股19.50美元收购要约成功的可能性降低。而且如果甲骨文失败，仁科的股价将会回落到甲骨文6月6日发出要约前15美元左右水平。

Chapman Capital LLC的管理人士Robert Chapman Jr.昨天买进了10万股仁科股票。

他称，甲骨文成功收购的希望正在减小，这导致仁科股价下挫。他买进该股是因为他越来越相信：即使甲骨文收购失利，仁科股价下跌的空间也将非常有限。

在如此复杂的形势下，就连仁科的首席执行长Conway也支持公司股价走低。因为股价如果接近甲骨文的收购出价，就表明投资者预计此项交易将获得成功。

同时，仁科需要取得第二季度的强劲收入，以阻止股价下滑过猛，因为这会使董事会接受甲骨文要约的压力加重。

仁科宣布，截至周一的三个月，新的软件许可交易额总计1.05亿-1.15亿美元，远远高于许多分析师预计的6,500万美元，也超过公司4月预计的8,500万-9,500万美元。去年第二季度，仁科的许可权收入为1.319亿美元。这一指标是投资者最密切关注的有关公司前景的指标。

仁科预计，该季度总收入将达到4.9亿-5亿美元，高于一年前的4.822亿美元。它预计，每股收益为10-11美分。若不包括和先前宣布的重组相关的成本，仁科的每股收益将达到13-14美分，高于Thomson First Call分析师普遍预计的10美分。

仁科的管理人士承认，公司已经全力以赴地提高季度收入，保证如果公司被收购、买方不继续开发软件的话，将向客户退回付款数额的5倍。公司首席财务长Kevin Parker称，在当季签署的交易中，一半以上包含了此类条款。但他表示，仁科没有为了赢得销售而实行超乎寻常的折扣。

甲骨文对仁科出人意料的强劲业绩不以为然，称这只是一时的把戏而已，公司只是在想尽办法抬高一个季度的表现。甲骨文表示，这对它的收购要约不会产生影响。

仁科以折扣吸引客户的策略代表著它针对敌意收购要约的一项不同寻常的防卫策略。该公司还寄希望于有关当局能对甲骨文收购案存在垄断意图予以关注。美国司法部(Justice Department)本周要求甲骨文提供更多有关反垄断问题的信息，这一过程可能耗时数月之久。

甲骨文的要约定于周一到期，但公司可能会予以延期。如果这样的话，甲骨文将公布截至当日接受公司收购要约的股票数量，也许从中可以看出投资者人气的状况。甲骨文并未排除提高出价的可能性，但知情人士透露下周不会有此行动。

一些投资者怀疑，急于在周一前吸引客户达成交易将损害仁科今后的销售前景。

Firsthand Capital Management Inc的总裁Kevin Landis称，如果甲骨文此次收购未成，仁科未来再被收购的渠道将越来越窄。Landis在收购要约公布前抛售了所持的仁科股票，但表示准备在合适的价格重新买进。

甲骨文收购仁科计划面临质疑
Oracle's PeopleSoft Offer Faces Doubt, But Bid Could Rise

PALO ALTO, Calif. -- PeopleSoft Inc. (PSFT) stock remains about 8% below the $19.50 a share offer Oracle Inc. (ORCL) made last month, a sign that Wall Street is skeptical the takeout deal will take place.

However, many observers say the database maker could afford to pay more for its California rival and indeed may inflate the $6.3 billion bid a second time. Yet several hurdles, including an incomplete federal antitrust review, will likely keep a financial cap on the offer at least for now.

The assessment by analysts, shareholders and investment bankers comes as software maker PeopleSoft appears to have strengthened its defenses against the unrequited deal. Many speculated Oracle may wait until learning whether federal antitrust regulators clear the combination before raising its price tag.

An analysts' meeting Oracle will hold at its Redwood Shores, Calif., headquarters on Wednesday may offer clues about its determination and strategy. Until then, a fair amount of uncertainty has fallen over Wall Street, which let PeopleSoft shares close Monday at $17.99, or 7.7% below the Oracle offer.

Investors meanwhile held onto the belief PeopleSoft's planned acquisition of applications software maker J.D. Edwards & Co. (JDEC) is likely to go through. The stock spread is only 1.2%.

Some say the J.D. Edwards merger could prove the undoing of Oracle's bid because of that company's reliance on technology from Oracle-competitor International Business Machines Corp. (IBM). Many J.D. Edwards customers use IBM's WebSphere application server software, its DB2 database and run its AS/400, or iSeries computers.

Even Oracle is circumspect. The company can't speculate what will happen, but has been consistent all along, says spokeswoman Jennifer Glass. "If PeopleSoft acquires J.D. Edwards, that will require a further assessment of the situation."

However, analysts believe Oracle has the flexibility to offer more money for PeopleSoft - and perhaps J.D. Edwards - if it wants. "I think they will," says Robert Stimson, managing director at Banc of America Securities. PeopleSoft executives have predicted a merger with J.D. Edwards will bring the combined company earnings of 84 cents to 92 cents a share in 2004.

Putting a 25-times earnings-to-stock-price multiple on 90 cents generates a share price of $22.50, says Stimson. That would make a $21.50 a share all-cash offer from Oracle something the PeopleSoft board would probably have to review.

Stimson doesn't own Oracle or PeopleSoft shares and is not aware of any investing banking business Banc of America Securities is conducting with Oracle.

He says Oracle would be justified sweetening its offer because of the business it could gain. Many observers believe Oracle wants to expand its applications business by converting PeopleSoft's customers to its applications products. Stimson argues the real jewel might lie elsewhere.

With the acquisition, Oracle will have the ability to expand the use of its database among PeopleSoft customers. Oracle Chief Executive Larry Ellison "will have a bigger share of the database market," he says, and with it the chance to sell more add-on products for improved storage and management.

Oracle's offer "is already a fairly full price," counters Ken Marlin, managing partner at Marlin & Associates. It provides a 40% premium over where PeopleSoft share would trade without it. Even still, the company has the capacity to raise it to $21 or $22 a share. It won't need to go higher, he says.

Marlin's calculation is built on two major assumptions. First, Oracle will need to find $300 million in annual cost savings from a PeopleSoft acquisition and $400 million if it buys J.D. Edwards, too. With PeopleSoft's annual sales, marketing and administrative expenses totaling $630 million, the savings are not impossible to find.

The second assumption is that Oracle keeps most, if not all, of PeopleSoft's and J.D. Edwards' customers. Marlin says holding onto these customers - and keeping them from running into the arms of rival SAP AG (SAP) - shouldn't be difficult. Customers "may not like what is happening," he says, but "the switching costs are too high."

However, shareholders are not convinced Oracle will make a move until learning more from antitrust regulators, who last week extended a review of the transaction several months by requesting more information. Oracle is not getting cold feet over the up to $354 million in money-back refunds PeopleSoft promised its software customers during the second quarter.

The refunds can be claimed if an acquirer of PeopleSoft discontinues the software or prematurely halts technical support for it. But Oracle has said it would continue support after an acquisition.

The greater worry is over J.D. Edwards. Because of the company's IBM focus, buying J.D. Edwards "doesn't make any sense to me at all," says Yankee Group senior analyst Michael Dominy . "It would seem very unattractive."

Dominy says the smartest thing for Oracle to do would be to spin off the company. Even still, a price of $22 a share is the upper edge of what Oracle could pay and still not have the merger cut into profits, says Roger Siboni, chief executive of software maker E.piphany Inc. (EPNY). In this market, "we're getting pretty close to what might start being dilutive for Oracle."

Siboni argues an Oracle-PeopleSoft combination would bring on an industry consolidation that could create a bifurcated industry. "I think you've going to see a big company-niche company separation begin to take place," he says. Big companies would have full suites of software, and boutique companies of $100 million to $300 million in size will exist because they can offer a specialized product in a particular area, he said.

Oracle would need aggressive cost cutting to reduce redundancies and face the more complex task of switching customers over time from PeopleSoft products to Oracle's.

Push too hard and "you're going to force everybody to SAP," Siboni says.
甲骨文收购仁科计划面临质疑

仁科(PeopleSoft Inc., PSFT)股票目前的股价仍比甲骨文(Oracle Corp., ORCL)上月提出的每股19.50美元的收购价低8%，表明华尔街对于这项收购计划能否实现持怀疑态度。

而许多观察家称，甲骨文还能承受更高的出价，并可能真的再次提高63亿美元的收购价。然而，这项收购仍面临包括尚未完成的联邦反垄断审查在内的若干障碍，这些障碍至少目前将会限制甲骨文的出价。

由于仁科看来已在蓄势抵制该项收购，分析师、股东和投资银行纷纷作出上述判断。许多人猜测，甲骨文可能会等到联邦反垄断监管机构就这项收购作出裁定之后，才会抬高收购价。 甲骨文将于周三在公司总部举行分析师会议，届时可能会透露有关公司决定和策略方面的信息，而在此之前，华尔街面临诸多不确定性，受此影响，仁科股票周一收盘价仅为17.99美元，比甲骨文收购价低7.7%。

同时，投资者坚信，仁科收购J.D. Edwards & Co. (JDEC)的计划将获得批准，Edwards股价与收购价仅相差1.2%。

部分人士称，甲骨文可能会因为仁科与J.D. Edwards的合并而取消收购计划，因为J.D. Edwards主要依赖甲骨文的竞争对手国际商业机器公司(International Business Machines (IBM))提供技术。许多J.D. Edwards的客户使用的是IBM的WebSphere应用伺服器软件、DB2数据库以及IBM的AS/400或iSeries电脑。

即使是甲骨文也是小心翼翼。公司发言人珍妮弗?格拉斯(Jennifer Glass)称，公司不能猜测未来将要发生的事情，而要保持前后决策的一致。如果仁科收购J.D. Edwards成功，公司需要对形势做进一步的评估。

但是，分析师相信，如果甲骨文愿意，它能灵活地提高仁科－也可能是仁科和J.D. Edwards－的收购价。美银证券(Banc of America Securities)董事总经理罗伯特?斯廷森(Robert Stimson)称，他相信甲骨文会这样去做。仁科高级管理人士预计，与J.D. Edwards合并之后，公司2004年的盈利将从每股84美分增加到92美分。

斯廷森称，如果按25倍的本益比计算，每股90美分的盈利对应的股价为22.50美元。因此，如果甲骨文将现金收购价抬高至每股21.50美元，仁科的董事会可能会考虑是否接受。

斯廷森不持有甲骨文和仁科股票，并也未听说美银证券与甲骨文有投资银行业务关系。

他说，甲骨文加价的理由可能是它能从收购中赢得业务。许多观察家相信，甲骨文希望通过让仁科的客户转向自己的应用软件，能扩大自己的应用软件业务。但斯廷森认为甲骨文收购仁科的真正目的另有所图。

通过收购仁科，甲骨文将有能力在仁科的客户群中扩展其数据库的运用范围。斯廷森称，甲骨文首席执行长拉里?埃利森(Larry Ellison)将因此拥有更大的数据库市场占有率，从而有机会销售出更多的附加产品。

Marlin & Associates的合伙人肯?马林(Ken Marlin)反对称，甲骨文的出价已是足价。甲骨文的出价比没有收购时仁科可能的股价高出40%，即便是这样，甲骨文仍有能力将收购价提高至每股21美元或22美元。他说，甲骨文没有必要给出更高的收购价。

马林的计算有两个主要假设前提。首先，收购仁科后甲骨文需要每年节约3亿美元成本，如果加上收购J.D. Edwards，应节约4亿美元成本。仁科每年销售、营销和管理费用总计为6.3亿美元，因此上述节约成本的计划不是没有可能实现的。

其次，假设甲骨文如果不能留住仁科和J.D. Edwards全部客户的话，也至少应能留住绝大多数。马林称，留住这些客户并防止他们投入竞争对手SAP AG (SAP)的怀抱并不困难。他说，客户可能不喜欢这样的变化，但转投其他公司的成本太高了。

股东们还不敢确认甲骨文在从反垄断机构获取更多信息之前是否会有所行动，上周反垄断监管机构将对这项收购的审延迟几个月，要求提供更多信息。仁科第二季度承诺会向其软件客户返还最多达3.54亿美元的现金，但此举并未让甲骨文退缩。

如果收购方停止仁科的软件供应，或在软件到期前终止技术支持，购买仁科软件的客户即可要求退款。但甲骨文称，收购仁科后，公司将继续为仁科软件提供技术支持。

而更大的担忧主要针对J.D. Edwards，因为该公司以IBM为其业务重点，Yankee Group高级分析师迈克尔?多米尼(Michael Dominy)称，收购J.D. Edwards没有任何意义，J.D. Edwards一点也不具有吸引力。

多米尼称，对于甲骨文而言，最明智的做法是剥离这家公司。软件开发商E.piphany Inc. (EPNY)的首席执行长罗杰?西博尼(Roger Siboni)称，无论如何，甲骨文能承担的出价上限为每股22美元，这样公司利润才不会因收购被削弱。

西博尼称，甲骨文和仁科的合并将带来一次软件产业的整合，并由此形成一分为二的产业格局。他认为，软件行业将会出现大型企业和专业化企业并存的局面。他说，大企业将能提供全套的软件产品，而规模在1亿美元至3亿美元之间的软件企业也会存在，因为它们能在特定的领域提供专业的软件产品。

甲骨文需要大幅度地削减成本，以精简机构，应付更为复杂的任务：将仁科产品的客户逐步转移到甲骨文的产品上来。

西博尼称，如果甲骨文采取的步骤过于激进，那么将会促使所有客户转投SAP。