Conway Admits 'Vilifying' Oracle Bid

Ousted just last week as PeopleSoft's president and chief executive, Conway is expected to face tough questioning in the Delaware Chancery Court, where Oracle is challenging PeopleSoft's takeover defenses.

Asked by Oracle attorney Michael Carroll if his immediate response to the June 2003 offer involved a strategy of vilifying, Conway responded, "Generally."

His testimony comes a day after a PeopleSoft board member indicated that with Conway gone, the Pleasanton, Calif., software company is more receptive to Oracle's offer.

Director Steven Goldby told the Delaware court Tuesday that he was open to discussing a deal with Oracle at the "right price," suggesting that the board is holding out for more than the $7.7 billion offer from the database software giant.

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In questioning Conway, Carroll ran through a litany of unflattering statements that showed up in e-mails and interviews during the first 24 hours of PeopleSoft's response to Oracle's offer: sociopath, Genghis Khan, atrocious behavior.

Some Conway admitted to using, some he did not.

"I have referred to Oracle as a sociopathic company," he said, but denied calling his former boss, Oracle's Ellison, a sociopath.

The ex-CEO denied being angered by Oracle's takeover bid, but said he was "really surprised, very surprised" at the attempt to acquire PeopleSoft at a time when it had just announced a deal to combine with J.D. Edwards and Co.

He said the vilification was part of a response meant to keep customers and employees heartened in the face of a takeover attempt.

"I believed that what we were doing was addressing what we thought was a threat," Conway said.

Oracle's case depends in part on showing that PeopleSoft threw unreasonable barriers to the proposed deal, many of them the product of the outspoken CEO.

Conway said he did not see the proposal as an offer to buy PeopleSoft, since it offered no premium to market price on the stock and included explicit designs to dismantle the software company's product lines.

"We didn't even think it was a bad faith offer," Conway said. "We thought it was a destructive offer."

Conway's uncompromising opposition to the deal was supposed to be the fulcrum of Oracle's legal assault.

The former leader may be still be central to Oracle's case, even though he was fired as chief executive and president Thursday.

Oracle, based in Redwood Shores, Calif., opened its case Monday by grilling Goldby about why PeopleSoft jettisoned its CEO on the eve of trial, suggesting that the board wanted Conway out of the way before an embarrassing deposition became public.

At the pretrial deposition, Oracle lawyers confronted Conway with comments he made to analysts last year, comments that downplayed the effect the takeover effort was having on PeopleSoft's ability to close business.

Asked at the videotaped deposition whether those statements were true, Conway said, "No. They weren't true." He explained that he had been trying to combat the impression that PeopleSoft would not survive the Oracle bid.

Goldby testified that the critical factor in the decision to fire the CEO was not Conway's rash comments.

Three top lieutenants - sales chief Phillip Wilmington, Chief Financial Officer Kevin Parker and marketing chief Nancy Caldwell - had all refused to work for Conway any longer, according to Goldby.