PeopleSoft Completes J.D. Edwards Acquisition

Combination creates second largest enterprise application software company

Combination creates second largest enterprise application software company

Pleasanton, CA and Denver — July 18, 2003 — PeopleSoft Inc. and J.D. Edwards & Co. today announced that PeopleSoft has purchased approximately 110 million shares, or 88 percent of the outstanding shares of J.D. Edwards pursuant to its exchange offer to acquire all of the outstanding shares of J.D. Edwards that expired at 12:00 midnight EDT, Thursday, July 17, 2003.

PeopleSoft sad it expected to acquire the remaining shares of J.D. Edwards before the end of August 2003.

The companies also announced that Michael Maples, a member of J.D. Edwards' board of directors, was elected to the board of directors of PeopleSoft.

PeopleSoft said it expected the transaction to be significantly accretive to its 2004 earnings per share on an adjusted basis, excluding amortization associated with acquired intangibles, the write-down of deferred revenue and other purchase accounting adjustments.

As previously announced, J.D. Edwards stockholders who tendered into the exchange offer will receive the value of $14.7384 in cash, PeopleSoft stock or a combination of cash and stock for each share of J.D. Edwards common stock. J.D. Edwards stockholders who did not tender their shares will receive $7.05 in cash plus 0.43 of a PeopleSoft common share for each J.D. Edwards share.

Payment for shares properly tendered and accepted will be made as promptly as practical, according to the company, and, in the case of shares tendered by guaranteed delivery procedures, promptly after delivery of shares and required documentation.

PeopleSoft said it did not expect to determine preliminary proration factors until guaranteed deliveries have been completed and tenders have been checked for accuracy and completeness, a process that is expected to be completed by July 25, 2003.

"Today marks an important milestone in the history of PeopleSoft," said PeopleSoft President and CEO Craig Conway. "The combination of PeopleSoft and J.D. Edwards creates the second largest enterprise applications software company in the world. The combination expands our customer base, product offerings and markets."