Updated from 3:34 p.m. EST

With the clock ticking off the final days of

Oracle's

(ORCL) - Get Report

self-imposed deadline to buy

PeopleSoft

(PSFT)

, two of the target company's largest shareholders said Tuesday that they are going to vote in opposite directions.

Private Capital Management, PeopleSoft's second-largest holder, said in a filing with the

Securities and Exchange Commission

that Oracle's $24-a-share offer is too low, and it will not tender its shares. "PCM has significant concerns as to whether the revised offer fully reflects the value PeopleSoft shareholders may realize over the intermediate term from PeopleSoft's continued operation as an independent company."

However, the company left the door open to changing its vote should Oracle improve on what it has repeatedly called "its best and final offer."

PCM owns 29 million shares, or 8%, of PeopleSoft.

The only larger holder, Capital Guardian Trust, holder of a bit more than 10% of the outstanding shares, said it will tender its shares, according to Oracle. A spokesman for Capital would neither confirm nor deny Oracle's statement.

In the latest tit-for-tat, PeopleSoft responded after the market close Tuesday with its own press release saying Oracle's disclosure of Capital Guardian's plans was made to "intentionally create the wrong impression that Capital Guardian endorses the $24 offer."

"We have spoken to Capital Guardian since Oracle issued its release today and Capital Guardian reiterated that they believe PeopleSoft is worth substantially more than $24 per share," PeopleSoft said in the release. The company said several stockholders simply view the tender offer as one more step in the lengthy process and may tender their shares for a variety of reasons, even if they join PeopleSoft in believing the company is worth more than Oracle's highest offer ever of $26 a share.

Oracle's offer, worth about $8.8 billion on an undiluted basis, will expire late Friday night and will not be renewed, the Redwood Shores, Calif., company said last week.

Shares of PeopleSoft closed up Tuesday 20 cents, or 0.9%, at $227.74, while Oracle fell 9 cents, or 0.7%, to close at $12.92.

Even if more than 50% of its shares are tendered, PeopleSoft has said it will wage a proxy fight to remain independent. The fight will culminate at the company's shareholder meeting in the spring.

Separately, P. Schoenfeld Asset Management released a letter sent to PeopleSoft CEO Dave Duffield lambasting PeopleSoft executives for shirking their fiduciary duties. The letter cited transcripts from Oracle's trial against Oracle in Delaware seeking removal of PeopleSoft's poison pill.

The firm -- which holds more than 2 million PeopleSoft shares and manages money for pension funds, colleges, endowments and high net-worth individuals -- noted that Oracle's latest offer of $24 a share represents a $750 million loss of value to PeopleSoft shareholders from Oracle's highest bid of $26 a share.

If the board persists in refusing to seek the best price from Oracle and succeeds in killing Oracle's offer, the asset manger predicted a massive selling of PeopleSoft shares and loss of market value of $3 billion or more.

And in yet another development Tuesday,

Reuters

reported that Paulson & Co., a small New York investment firm that holds about 2.4% of outstanding PeopleSoft shares, intends to tender its stock.