Oracle to Provide Update on Its Intended Acquisition of PeopleSoft - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good day everyone. Thank you for holding and welcome to today's Oracle Corporation conference call. Today's conference is being recorded. At this time, I would like to introduce Oracle Corporation's director of investor relations, Joelle Fitzgerald.

JOELLE FITZGERALD, INVESTOR RELATIONS, ORACLE CORP.: Thank you, operator. Thanks everyone for joining us on the call today. We would like to take this opportunity to provide an update on our intended acquisition of PeopleSoft. I'm joined by Oracle's executives Chuck Phillips, Safra Catz and Jeff Henley. Chuck will begin the call with remarks on the rationale for the transaction and our commitment to customers. Safra will then follow with an update on the regulatory side of the transaction. Finally, Jeff will discuss recent PeopleSoft related developments that we believe have not yet been fully understood. The discussion will then be followed by a question-and-answer session.

Before we begin, however, I appreciate your patience as I review the required safe harbor and tender offer statement. Our discussion may include predictions, estimates or other estimates or other information that might be considered forward-looking. While these forward-looking statements represent our best current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. Throughout today's discussions, we will attempt to present some important factors relating to our business that may affect our predictions. You should also review our most recent form 10-K and form 10-Q for a more complete disclosure of risk factors. Please note that the safe harbor does not apply to statements regarding the tender offer. The solicitation and the offer to buy PeopleSoft 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 and restated on July 24, 2003. Stockholders should read the amended and restated offer to purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the amended and restated offer to purchase and related materials free at the SEC's web site at SEC.gov, from CS First Boston LLC, the dealer manager for the offer, from MacKenzie Partners, the information agent for the offer or from our Corporation. I would now like to turn the call over to Chuck Phillips.

CHUCK PHILLIPS, EVP, ORACLE CORP.: Thank you for joining us. The purpose of this conference call is to provide an update on our PeopleSoft tender offer. As you might expect, we've been focused on running the day-to-day business and speaking with the customers, and that's how we tend to spend the bulk of our time. Throughout the course of the last few months, Oracle has been undertaking an intensive customer outreach program to provide customers with further information on the commitments we've made related to this acquisitions. Many of these interactions have been very positive and we appreciate the widespread support we have received from many customers. With all of the conflicting and potentially confusing information floating about, many of you have suggested that we provide an update and speak with investors and customers directly.

First, let us be clear that we remain committed to acquiring PeopleSoft. There is no merit to the proposition that the deal is dead. Ironically, all of the people declaring the deal dead have no ability to make that determination -- it is not up to them. Shareholders and the regulators are the key decision-makers at this stage of the process. The transaction is progressing as expected. We have been very active in working with the regulators to comply with their requests for information. In addition, we continue to get input from PeopleSoft shareholders, many of whom of course are Oracle shareholders. This sort of work simply does not make news every day, nor should it, but that does not mean there's a lack of activity around this transaction as the participants all know.

We also want to take this opportunity to restate the rationale behind the deal since there are many misconceptions in the market right now. We remain absolutely convinced that a stronger combined applications business from Oracle and PeopleSoft is good for competition, good for investors and for customers. For customers, we believe the benefits are numerous -- let me name a few.

Number one, a commitment from Oracle Corporation, company with significant resources, to support the PeopleSoft product line for at least the next ten years. We believe this public commitment to support our product for such a long period of time is unprecedented in the software industry. Not even PeopleSoft has committed to a timeframe or a level of spending creating for any of its own products. This commitment from Oracle underscores our statements from the beginning that customers will be the ultimate beneficiary of this transaction and that it is crucial for us to exceed their expectations.

Number two -- access to high-quality truly global customer support through Oracle's award-winning customer support organizations. Few companies in the technology sector can approach the breadth of Oracle's global support operations.

Number three, more vertical market functionality. The combination of the two companies' customer bases will create a large customer base and several industries which suggested by its increased investment for software enhancements unique selected verticals. Number four -- free module for module upgrades to the Oracle e-business suite. For those interested, Oracle will offer free module for module upgrades for their e-business suite, which will incorporate the best features from both companies' products. But it is important to note that customers won't be required or forced in any way to upgrade to the e-business suite. Again, Larry, myself and other Oracle executives have never said anything otherwise. The transcripts from the conference calls confirming this are posted on our web site or filed with the SEC.

Number five -- innovative, world-class outsourcing services. Our outsourcing customer base is growing rapidly and unlike other software companies, we have consistently invested in this business which we think is strategic. We think our outsourcing operations represent best practices in the industry and provide the lowest cost of ownership in the industry for customers.

And number six, increased investment in existing products. Oracle will create significant savings from rationalizing duplicate administrative and marketing expenses and eliminating risky diversification projects aimed at landing new customers without any detectable benefit for existing customers. We'd redirect a substantial portion of the savings into enhancing existing products based on input from existing customers.…