You Say Sell, I Say Potato

The battle over who will ultimately control business software maker PeopleSoft (NASDAQ:PSFT) is reaching a fever pitch not seen since the red state-blue state smackdown earlier this month.

This morning, PeopleSoft's two largest shareholders decided to take opposite positions regarding whether to sell their stakes to Oracle (NASDAQ:ORCL). According to TheWall Street Journal, Capital Guardian Trust, which owns 10% of PeopleSoft's outstanding shares, wants to sell. But Private Capital Management, which owns 9% of the firm, filed a brief with the Securities and Exchange Commission (SEC) this morning in which it says it won't sell.

This follows on the heels of a group of PeopleSoft shareholders going to court to ask a judge to force negotiations with Oracle, presumably to get a better bid. So it appears this is yet another race that's "too close to call."

It's likely we won't know much more before Saturday, but if investors continue to wonder if the grass is indeed greener, Oracle could attain the 50% it's looking for, or darn close to it. Though there's no explanation from Capital Guardian as to why it would sell, Private Capital said in its filing that it "has significant concerns" that Oracle's $24-per-share offer for the company doesn't recognize the full value of PeopleSoft.

True? Well, folks, that depends on whom you believe. PeopleSoft's guidance for next fiscal year calls for stellar improvements. Take the midpoint of its fiscal 2005 per-share estimates, or $0.85, and you find a firm that trades for roughly 27 times its expected income, well below its proposed growth rate. Technically, that's a bargain.

Here's the problem: Accepting that valuation requires you to trust the crystal ball management is using. But crystal balls break, and relying on them can be like betting on the lottery to pay off your mortgage, especially when PeopleSoft's management is involved. Consider: It was January when PeopleSoft called for $0.64 per stub in earnings for all of 2004. Now that total rests at $0.32. Oops.

That spectacular error calls into question the veracity of any guidance offered by PeopleSoft. (It may also be why PeopleSoft's rejection of Oracle's latest offer last week read more like a come-on.)

Here's the ugly truth of it all, Fools: PeopleSoft had to turn down Oracle's $24-per-share offer, even if it didn't want to. Why? Because Oracle offered $26 per stub in February. Selling for a lower price than previously offered could open the floodgates to shareholder lawsuits. Then again, so could not selling at any price, as former CEO Craig Conway proclaimed earlier. So, this fight gets thrown to the people -- or, really, to the institutions with huge stakes in the business. Still, it's another situation where every vote could count. If you're a PeopleSoft shareholder, you'd better not sit this one out.

For related Foolishness:

• Sometimes "no" really doesn't mean "no."
• More and more investors are considering Oracle's final offer.
• What do you think of OracleSoft?

What's your take? Will more than 50% of PeopleSoft owners tender their shares? Will it be close? Will Larry really move on if he loses? Or will there be an endless stream of recounts? Keep checking here for the latest, and in the meantime, make your voice heard on the Oracle and PeopleSoft discussion boards.

Fool contributor Tim Beyers owns shares of Oracle. You can view his Fool profile and other stock holdings here.