PeopleSoft

» see peoplesoft.com as it lived, on the wayback machine

~ the last words ~

Oracle's tender offer closed at midnight New York time on 28 December 2004 with about 75 percent of the shares in hand, a second window took it to 97 percent by the evening of 6 January, and the merger was completed on 7 January 2005. The price was $26.50 a share in cash. PeopleSoft's own announcement had called the transaction approximately $10.3 billion, the fee table on the SEC filing says $9,957,280,051, and the amount actually paid out in the offer itself was around $7.9 billion, borrowed on a $9.5 billion term loan. All three are correct about different things, and almost every retelling picks one without saying which.

Dave Duffield and Ken Morris incorporated the company in Delaware in August 1987, both of them out of Integral Systems in Walnut Creek, and shipped a human resources management system in December 1988. The idea was that the software which tracked employees should run on a client-server network rather than on a mainframe, and for a decade that was enough: by the year ending December 2003, as far as its filings go, PeopleSoft had revenue of $2.27 billion and 12,163 employees, serving around twelve thousand customers across 150 countries.

Software of this kind is chosen by whoever signs for it and used by whoever is told to, and my own acquaintance with the category stops at filing leave in a web form nobody consulted me about. What I did follow, as a student in Ankara reading tech news through 2003 and 2004, was the fight. It was a serial, it ran for eighteen months, and the company was being bought against its will in public the entire time.

~ the record ~

~ eighteen months and six prices ~

Oracle announced its intention on 6 June 2003 and commenced the offer on the 9th, at $16.00 a share, about $5.1 billion. It went to $19.50 on 18 June. PeopleSoft responded by buying JD Edwards, closing the exchange offer on 18 July 2003 and the second-step merger on 29 August, for a final allocated price just under $2 billion, which made the target bigger and more expensive at the same time.

Then the price moved in both directions. Oracle raised to $26.00 in February 2004, cut to $21.00 in May when the shares had not come in, and came back on 1 November at $24.00 described as best and final. Best and final lasted six weeks. The agreed deal on 13 December was $26.50, which is above every number Oracle had ever called its last.

~ the pill and the guarantee ~

PeopleSoft's defense ran on two devices that get written about as if they were one. The first was an ordinary shareholder rights plan, the poison pill. The second was stranger and more its own: the Customer Assurance Program, a contractual promise to customers that if an acquirer dropped support for their product, they would get back two to five times what they had paid in license fees. It turned the installed base into a liability that traveled with the company, and Oracle sued in the Delaware Court of Chancery on 18 June 2003 to have both of them removed.

That case was argued from 4 to 15 October 2004 and further argument was set for 13 December. The merger agreement was signed the day before, the action was stayed, and the parties agreed to dismiss it once the deal closed. Nobody ever ruled on the pill or on the guarantee.

~ what San Francisco decided ~

The Department of Justice and seven states sued to block the deal on 26 February 2004 in the Northern District of California, with three more states joining in April, and the trial ran through June and most of July in front of Chief Judge Vaughn R. Walker. On 9 September 2004 he found for Oracle: the government had failed to prove the relevant market it was alleging, and failed on both coordinated and unilateral effects. The same opinion also declined to credit Oracle's claimed efficiencies, so the winner did not get everything it argued. The department said on 1 October that it would not appeal, and Brussels cleared the merger on 26 October.

A week after the close, on 14 January 2005, Oracle said it would cut about 5,000 jobs across the combined company while keeping more than ninety percent of PeopleSoft's product development and support people. The figure of 6,000 PeopleSoft layoffs that circulates was Oracle's own estimate from before the deal, not what it announced after.

~ still shipping in 2026 ~

Oracle still sells PeopleSoft, which is where the other half of the misreporting lives. The base release is 9.2, new work arrives as cumulative images rather than upgrades, and the images have kept coming: Human Capital Management 55 in May 2026, Financials 57 in July. Oracle's published support policy carries Premier Support through at least December 2037, a date thirty-two years past the merger and fifty years past the incorporation.

The domain tells the smaller version of the same story. From 2002 until March 2026, www.peoplesoft.com answered every request with a 302 redirect to Oracle's homepage, which it did for twenty-four years without complaint. Some time this year the hostname it pointed through was deleted, so the redirect stopped resolving. The apex is still registered to Oracle, still inside an Oracle netblock, and the zone file was edited this week. It just does not answer.

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