Exhibit (a)(5)(i)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made by the
Prospectus (as defined below) and the related Letter of Transmittal and any
amendments or supplements thereto, and is being made to all holders of Shares.
This Offer, however, is not being made to, nor will Shares be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Purchaser (as defined below) may in its discretion, however, take
such action as it may deem necessary to make the Offer in any jurisdiction and
extend the Offer to holders of Shares in such jurisdiction. In jurisdictions
whose laws require that the Offer be made by a licensed broker or dealer, the
Offer shall be deemed to be made on Purchaser's behalf by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Exchange
Cash or Shares of Common Stock of
PEOPLESOFT
with a value equal to
$7.05 plus 0.43 of a Share of PeopleSoft Common Stock
at your election and subject to proration
for
Each Outstanding Share of Common Stock of
J.D. EDWARDS & COMPANY
Jersey Acquisition Corporation ("Purchaser"), a Delaware corporation
and a wholly owned subsidiary of PeopleSoft, Inc., a Delaware corporation
("PeopleSoft"), is offering to exchange cash and a fraction of a share of our
common stock for each outstanding share of J.D. Edwards & Company (the
"Company") common stock, par value $0.001 per share (the "Common Stock"),
including the associated stock purchase right pursuant to the Preferred Stock
Rights Agreement, dated as of October 22, 2001, between the Company and
Computershare Trust Company, Inc. as Rights Agent, as amended (together with the
Common Stock, the "Shares"), that is validly tendered and not properly
withdrawn. Holders of Common Stock may make an election to receive the offer
consideration in all cash or all stock, in each case having a value of $7.05
plus 0.43 of a share of common stock, par value $0.01 per share, of PeopleSoft
("PeopleSoft Common Stock"), allocated by prorating the cash and shares
available in the offer among elections made, upon the terms and subject to the
conditions set forth in the Prospectus, dated June 19, 2003 (the "Prospectus"),
and in the related Letter of Transmittal (which, together with the Prospectus
and any amendments or supplements thereto, collectively constitute the "Offer").
The value of the cash and stock consideration to be paid to tendering
holders will be determined based upon the average closing prices of one share of
PeopleSoft Common Stock during the five trading days ending before the second
trading day prior to the expiration of the offer. Two days prior to expiration
of the offer, PeopleSoft will issue a press release announcing the final average
closing price and value of the cash and stock consideration.
Stockholders of record who tender directly to the Exchange Agent (as
defined below) will not be obligated to pay brokerage fees or commissions, if
any, on the purchase of Shares by Purchaser or pursuant to the Offer.
Stockholders who hold their Shares through a broker or bank should consult such
institution as to whether it charges any service fees. Purchaser will pay all
charges and expenses of The Bank of New York, which is acting as exchange agent
(the "Exchange Agent"), and Georgeson Shareholder Communications Inc. which is
acting as the information agent (the "Information Agent"), incurred in
connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JULY 17, 2003, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to expiration of the Offer at
least a majority of the outstanding Shares, on a modified fully diluted basis,
(2) the expiration or termination of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and similar
statutes or regulations of foreign jurisdictions and (3) the Registration
Statement and Prospectus filed in connection with the Offer having been declared
effective by the Securities and Exchange Commission. The Offer is also subject
to other conditions. See the Prospectus.
The Offer is being made pursuant to the Amended and Restated Agreement
and Plan of Merger and Reorganization dated as of June 16, 2003 (the "Merger
Agreement") among PeopleSoft, Purchaser and the Company. The Merger Agreement
provides, among other things, that following the completion of the Offer and the
satisfaction or waiver, if permissible, of all conditions set forth in the
Merger Agreement and in accordance with the Delaware General Corporation Law,
the Purchaser will be merged with and into Company (the "Merger"). At the
effective time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time (other than Shares held in
the treasury of the Company or Shares owned by Purchaser or PeopleSoft and other
than Shares held by holders who perfect dissenter's rights under applicable law)
will be converted into the right to receive $7.05 plus 0.43 of a share of
PeopleSoft Common Stock for each share of Company Common Stock. The Merger
Agreement is more fully described in the Prospectus. Following the merger, the
Company will be merged with and into PeopleSoft or a subsidiary of PeopleSoft.
THE BOARD OF DIRECTORS OF THE COMPANY HAS (1) DETERMINED THAT THE
OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE COMPANY'S STOCKHOLDERS, (2) APPROVED THE OFFER, THE MERGER AND
THE MERGER AGREEMENT AND (3) RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS ACCEPT
THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO AND APPROVE AND ADOPT THE
MERGER AGREEMENT.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for exchange Shares validly tendered and not properly withdrawn when,
as and if Purchaser gives oral or written notice to the Exchange Agent of its
acceptance of the tenders of such Shares. The Exchange Agent will act as agent
for tendering stockholders for the purpose of receiving cash, PeopleSoft Common
Stock, or a combination of cash and PeopleSoft Common Stock from Purchaser and
transmitting such cash and shares of PeopleSoft Common Stock to validly
tendering stockholders, as soon as practicable after receipt of such notice. In
all cases, payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Exchange Agent of (1) certificates
representing such Shares (or timely confirmation of a book-entry transfer of
such Shares into the Exchange Agent's account at The Depository Trust Company
("DTC")), (2) a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof ) with any required signature guarantees or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
transfer and (3) any other documents required by the Letter of Transmittal.
The initial expiration date will occur at 12:00 midnight, New York City
time, on Thursday, July 17, 2003, unless and until Purchaser (subject to the
terms and conditions of the Merger Agreement) extends the period of time for
which the Offer is open. If the conditions to the Offer are not satisfied or
waived on any scheduled expiration date of the Offer, PeopleSoft shall cause
Purchaser to, and Purchaser shall extend the Offer at any time for the shortest
period of time it reasonably believes is necessary to permit such conditions to
be satisfied or waived; provided that (1) no single extension shall exceed 10
business days and (2) Purchaser shall not be required to extend the Offer beyond
November 30, 2003 (or, under certain circumstances, beyond February 28, 2004).
Purchaser reserves the right, in its sole discretion (subject to the provisions
of the Merger Agreement), at any time or from time to time to extend the Offer
for one or more periods if not more than 10 business days as required by any
rule or regulation of the Securities and Exchange Commission applicable to the
Offer.
Subject to the provisions of the Merger Agreement, Purchaser expressly
reserves the right to increase the total value of the consideration to be paid
per share in the Offer. Without the prior written consent of the Company,
Purchaser may not decrease the total value of the consideration to be paid per
share in the Offer, change the form of consideration to be paid, decrease the
number of Shares sought in the Offer, amend the conditions of the Offer set
forth in the Merger Agreement or impose the conditions to the Offer in addition
to those set forth in the Merger Agreement.
If Parent decides to extend the Offer, Parent will make an announcement
to that effect no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date. During any such extension,
all Shares previously tendered and not properly withdrawn will remain subject to
the Offer, subject to the right to withdraw the Shares. No subsequent offering
period is permitted.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the expiration of the Offer, and unless theretofore accepted for payment
pursuant to the Offer, may also be withdrawn at any time after August 17, 2003.
For a withdrawal of Shares tendered to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent
at one of its addresses set forth in the Prospectus. Any notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name(s) in which the certificate(s)
representing such Shares are registered, if different from that of the person
who tendered such Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Exchange Agent, the name of the
registered holder and the serial numbers shown on the particular certificate
evidencing the Shares to be withdrawn must also be furnished to the Exchange
Agent prior to the physical release of the Shares to be withdrawn. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Prospectus) (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedures for book-entry transfer, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with such withdrawn
Shares and must otherwise comply with DTC's procedures. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination will be
final and binding on all parties.
Completion of the Offer and the Merger is conditioned upon the receipt
of opinions from legal counsel that the transactions will qualify as either a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
or a transaction governed by Section 351 of the Internal Revenue Code. As a
result of such qualification, the tax consequences of the Offer and the Merger
to the J.D. Edwards stockholders will be as follows: (i) J.D. Edwards
stockholders who exchange their Shares solely for cash will recognize gain or
loss for federal income tax purposes, (ii) J.D. Edwards stockholders who
exchange their Shares for a combination of cash or stock may recognize gain, but
not loss, in the exchange, and (iii) J.D. Edwards stockholders who exchange
their Shares solely for PeopleSoft Common Stock will not recognize gain or loss
for federal income tax purposes, other than gain or loss attributable to the
receipt of cash in lieu of fractional shares. Tax matters are complex, and
stockholders should consult the Prospectus and their own tax advisors concerning
the tax of the Offer and related transactions.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934 is
contained in the Prospectus and is incorporated herein by reference.
In connection with the Offer, the Company has provided Purchaser with
the names and addresses of all record holders of Shares and security position
listings of Shares held in stock depositories. The Prospectus, the related
Letter of Transmittal and other related materials will be mailed to registered
holders of Shares and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Any questions or requests for assistance or for additional copies of
the Prospectus, the related Letter of Transmittal and other related tender offer
materials may be directed to the Information Agent at its address and telephone
number set forth below, and copies will be furnished promptly at Purchaser's
expense. Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Exchange Agent and the Information Agent) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
(GEORGESON SHAREHOLDER LOGO)
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call: (212) 440-9800
All Others Call Toll Free: (800) 248-2681
Outside North America Call Toll Free: (866) 324-5899
The Dealer Manager for the Offer is:
(CITIGROUP LOGO)
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 820-8015
June 19, 2003