Updated from 3:18 p.m. EDTOracle ( ORCL) will report second-quarter earnings three days early because the company's finances may be discussed during a trial related to its $8.8 billion bid for PeopleSoft ( PSFT), the database giant said on Friday. "It has become clear this week during our depositions for Delaware that issues related to the quarter may be raised in court," said Oracle CFO Harry You. "We have moved up our earnings date to allow open and frank testimony in court next week." Oracle is suing in Delaware's Chancery Court to remove PeopleSoft's "poison pill" antitakeover defenses. The Redwood Shores, Calif., company will release its financial results before the opening bell Monday, rather than after the close on Thursday as originally scheduled. PeopleSoft, meanwhile, on Friday set a date for a showdown with Oracle and issued a defiant call for support. PeopleSoft will hold its annual meeting on March 25 -- and the main order of business will be the contest between Oracle's slate of four candidates for the board of directors and an incumbent slate committed to defeating the hostile takeover offer once and for all. "We are confident that our stockholders will recognize the value being created by the company's plan and will support the board's continuing efforts to protect the interests of all PeopleSoft stockholders," the company said. In intraday trading Friday, PeopleSoft reached Oracle's "best and final" takeover offer of $24 a share. Although the stock later retreated a bit -- losing 1 cent to close at $23.95 a share -- it remained just a nickel below PeopleSoft's 52-week high of $24.04 a share. Shares of PeopleSoft jumped 10.5% on Nov. 1, the day Oracle raised its offer for the software company by $3 a share to $24 a share, and subsequently gained another 4.5%. Since early August, the move has been even more striking: PeopleSoft has appreciated by 50%, while Oracle is up 5%.
At least three sell-side analysts raised their estimates for PeopleSoft in notes published Wednesday and Thursday. Eric Upin of Wells Fargo, for example, raised his quarterly and annual estimates about consensus and the company's guidance, saying: "Our checks indicate that PeopleSoft's fourth quarter is tracking solidly and is well-positioned to be ahead of plan." (Wells Fargo does not have a current investment banking relationship with either PeopleSoft or Oracle.) Because PeopleSoft was already so close to the offer price, those notes did little to raise share value. For now, there's not a lot of support on Wall Street for the notion that Oracle will raise the offer price yet again. The timing of the reports was not coincidental. PeopleSoft executives met with a number of analysts who were in San Francisco this week to attend Oracle's annual user convention. Still, the notes reinforce PeopleSoft management's argument that it can offer shareholders a decent return running a stand-alone company. Last month, though, about 61% of the company's outstanding shares were
tendered in support of Oracle's offer. The game would have been over at that point, but a "poison pill" put in place by management would make the takeover prohibitively expensive by diluting the stock. Oracle is suing in Delaware's Chancery Court to remove the pill, but most legal observers say its chances are slim. The trial has been adjourned for some weeks but will resume with two or three days of testimony beginning Monday. The judge is expected to rule sometime in January.