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PeopleSoft's ex-CEO defends Oracle attack

WILMINGTON, Del. — Fresh off his abrupt firing as PeopleSoft Inc.'s chief executive, an uncharacteristically subdued Craig Conway came to court Wednesday to defend his caustic counterattacks against Oracle Corp.'s $7.7 billion takeover bid.

Conway, called to testify in a Delaware trial challenging PeopleSoft's anti-takeover measures, also stood behind some of the remarks that contributed to his ouster, describing his September 2003 statements to analysts as truthful — a contradiction to a position that he took earlier in the case.

Wednesday's proceedings provided another round of melodrama in a software soap opera that began 16 months ago when Oracle, based in Redwood Shores, Calif., launched its hostile bid for its rival, based in Pleasanton, Calif.

Oracle is trying to convince a Delaware judge to remove two anti-takeover defenses while PeopleSoft is fighting to preserve them during the two-week trial.

Until his surprise firing late last week, Conway spearheaded PeopleSoft's takeover defense with a defiant swagger. At one point, Conway raised eyebrows among corporate governance experts by saying he couldn't envision PeopleSoft selling to Oracle at any price.

Conway's intransigence infected the rest of the board, Oracle maintains, creating an unreasonable bias detrimental to the financial interests of PeopleSoft's shareholders.

Oracle attorney Michael Carroll confronted Conway about his immediate reaction to the takeover bid, summoning up e-mails and interviews in which the former PeopleSoft CEO likened the Oracle CEO to the ancient warlord Genghis Khan and a sociopath inclined to atrocious behavior.

The often-combustible Conway remained soft-spoken on the stand, measuring his answers to questions that seemed to be aimed at riling him.

Conway, a former Oracle executive before working at PeopleSoft, acknowledged linking Ellison to Genghis Khan, but said his former boss used to invite the comparison by quoting the warlord. He denied calling Ellison a sociopath, but acknowledged lambasting Oracle as a "sociopathic company."

Despite his inflammatory language, Conway said he wasn't angry about Oracle's takeover bid. "I was very surprised," he testified. "Angry? Is there a word between surprised and angry? I was shocked. I was quite overtaken with the nature of the approach. So I was trying to come to grips with it."

He defended the vilification of Ellison and Oracle as a way to rally PeopleSoft's employees and customers during uncertain times.

Conway also said he found it difficult to believe Oracle really wanted to buy the company because the bid seemed so seriously underpriced and Ellison had little interest in continuing PeopleSoft's product line.

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