Software maker PeopleSoft is girding itself for a proxy battle as part of its 17-month takeover battle with Oracle, indicating it fears its shareholders are tempted to sell to its rival.

To date, PeopleSoft’s management board has spurned all Oracle’s advances.

But in hiring the investor relations firm Innisfree M&A it is admitting it is worried that it may be losing shareholder support.

The proxy fight will only occur if Oracle successfully persuades enough PeopleSoft shareholders to accept its $24 per share offer by the 19 November deadline. If Oracle manages to get 50% support it could then attempt to nominate its own slate of board members at PeopleSoft’s next AGM.

Oracle’s CEO Larry Ellison maintains that the $26 offer is its final bid. “There are better uses of our capital including other acquisitions and repurchasing our own shares. Oracle has been at this for a year and a half and it is now time to bring this matter to a close.”

PeopleSoft has said that the latest offer undervalues the firm. Board member George Battle argued that the offer was “inadequate” since the company were performing better financially than at any other time since the bid began. The biggest individual shareholder, Dave Duffield, who founded the company and recently returned as CEO, is also opposed the deal.