Beautifully engraved certificate from the J. D. Edwards and Company . This historic document was printed by the Security-Columbian Banknote Company and has a vignette of the company logo. This item has the printed signatures of the Company's Vice President and Chairman.
Certificate Vignette PLEASANTON, CALIF. AND DENVER, COLO., Friday, July 18, 2003 PeopleSoft Completes J.D. Edwards Acquisition Combination Creates World's Second Largest Enterprise Application Software Company PeopleSoft, Inc. (Nasdaq: PSFT) and J.D. Edwards & Company (Nasdaq: JDEC) today announced that PeopleSoft has purchased approximately 110 million shares, or 88% 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 expects 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. "Today marks an important milestone in the history of PeopleSoft," said PeopleSoft President and CEO Craig Conway. "The powerful combination of PeopleSoft and J.D. Edwards creates the second largest enterprise applications software company in the world. The combination expands not only our customer base, product offerings and markets, but also our talent. Our two companies share a high-performance, customer-focused culture and we look forward to welcoming our colleagues at J.D. Edwards to the PeopleSoft team." "The combination of J.D. Edwards and PeopleSoft is the culmination of the J.D. Edwards strategic plan to create significant value for all of our stakeholders," said J.D. Edwards Chairman, President and CEO Bob Dutkowsky. "With the resources of the combined company, we will continue to make our customers stronger and solve their most pressing business problems. We're combining two extraordinary and highly complementary companies that together will set a new standard in serving the needs of enterprise application software customers." The transaction is expected to be significantly accretive to PeopleSoft's 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 and, in the case of shares tendered by guaranteed delivery procedures, promptly after delivery of shares and required documentation. PeopleSoft does 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. About PeopleSoft PeopleSoft (Nasdaq: PSFT) is the world's leading provider of application software for the real-time enterprise. PeopleSoft pure internet software enables organizations to reduce costs and increase productivity by directly connecting customers, suppliers, partners and employees to business processes on-line, in real time. PeopleSoft's integrated, best-in-class applications include Customer Relationship Management, Supply Chain Management, Human Capital Management, Financial Management and Application Integration. Today more than 5,200 organizations in 140 countries run on PeopleSoft software. For more information, visit us at www.peoplesoft.com. About J.D. Edwards J.D. Edwards (Nasdaq: JDEC) makes customers stronger, enabling them to solve their most important business challenges. The company offers collaborative enterprise software as well as consulting, education and support services. J.D. Edwards' offerings are differentiated by a deeply ingrained attitude of listening to customers, innovating on their behalf, and delivering solutions as part of a results-oriented relationship. Founded in 1977 and headquartered in Denver, J.D. Edwards focuses on long-term business partnerships and helping its 6,700 customers in more than 110 countries collaborate electronically to manage their business processes, supply chains, enterprise assets, and supplier and customer relationships. ------------------------------------------- Oracle Buys PeopleSoft Oracle and PeopleSoft Sign Definitive Merger Agreement REDWOOD SHORES, Calif., 13-DEC-2004 Oracle Corporation today announced that it has signed a definitive merger agreement to acquire PeopleSoft, Inc., for $26.50 per share (approximately $10.3 billion). The transaction has been approved by the boards of directors of both companies and should close by early January. "Today we announced both a great quarter and the agreement to acquire PeopleSoft. This merger gives Oracle even more scale and momentum," said Oracle Chief Executive Officer Larry Ellison. "The real highlight of our most recent quarter was the 57 percent growth in our applications business, and this merger is going to make that applications business bigger and stronger. "On an adjusted pro forma basis, we expect this merger to be one cent accretive in Q4 of this year (FY05), about two cents a quarter or eight cents per year, in FY06, and a bit more in FY07. "This merger works because we will have more customers, which increases our ability to invest more in applications development and support. We intend to enhance PeopleSoft 8 and develop a PeopleSoft 9 and enhance a JD Edwards 5 and develop a JD Edwards 6. We intend to immediately extend and improve support for existing JD Edwards and PeopleSoft customers worldwide." Oracle is amending its current tender offer for all outstanding shares of PeopleSoft to expire at midnight, New York City time, on December 28, 2004. As of the close of business on Friday, December 10, 2004, approximately 120,600,093 shares had been tendered in and not withdrawn from the offer.